Exhibit 10.1


 


CREDIT AGREEMENT


 


among


 


SELECTIVE INSURANCE GROUP, INC.,

as Borrower,


 


THE LENDERS NAMED HEREIN


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent


 


$50,000,000 Revolving Credit Facility


 


WELLS FARGO SECURITIES, LLC





Sole Lead Arranger and Sole Lead Bookrunner


 


Dated
as of November 7, 2022


 






     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE I
	 
	DEFINITIONS
	 
	Section 1.1	Defined Terms	1
	Section 1.2	Accounting Terms	23
	Section 1.3	Other Terms; Construction	23
	Section 1.4	Times of Day	23
	Section 1.5	Divisions	23
	Section 1.6	Rates	24
	ARTICLE II
	 
	AMOUNT AND TERMS OF THE LOANS
	 
	Section 2.1	Commitment	24
	Section 2.2	Borrowings	24
	Section 2.3	Disbursements; Funding Reliance; Domicile of Loans	25
	Section 2.4	Evidence of Debt; Notes	26
	Section 2.5	Termination of Commitment	27
	Section 2.6	Mandatory Payments and Prepayments	27
	Section 2.7	Voluntary Prepayments	28
	Section 2.8	Interest	28
	Section 2.9	Fees	30
	Section 2.10	Reserved	30
	Section 2.11	Conversions and Continuations	30
	Section 2.12	Method of Payments; Computations	31
	Section 2.13	Recovery of Payments	33
	Section 2.14	Use of Proceeds	34
	Section 2.15	Pro Rata Treatment	34
	Section 2.16	Increased Costs; Change in Circumstances; Illegality; etc.	35
	Section 2.17	Taxes	41
	Section 2.18	Compensation	46
	Section 2.19	Replacement of Lenders; Mitigation of Costs	46
	Section 2.20	Increase in Commitments	47
	Section 2.21	Defaulting Lenders	49
	 	 	 
	ARTICLE III
	 
	CONDITIONS TO EFFECTIVENESS; CONDITIONS OF BORROWING
	 
	Section 3.1	Conditions to Effectiveness	50
	Section 3.2	Conditions of All Borrowings	53



 






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TABLE OF CONTENTS


(continued)


 


	Page
	 
	ARTICLE IV
	 
	REPRESENTATIONS AND WARRANTIES
	 
	Section 4.1	Corporate Organization and Power	53
	Section 4.2	Authorization; Enforceability	54
	Section 4.3	No Violation	54
	Section 4.4	Governmental and Third-Party Authorization; Permits	54
	Section 4.5	Litigation	54
	Section 4.6	Taxes	55
	Section 4.7	Subsidiaries	55
	Section 4.8	Full Disclosure	55
	Section 4.9	Margin Regulations	55
	Section 4.10	No Material Adverse Change	55
	Section 4.11	Financial Matters	55
	Section 4.12	Ownership of Properties	56
	Section 4.13	ERISA	56
	Section 4.14	Environmental Matters	57
	Section 4.15	Compliance With Laws	58
	Section 4.16	Investment Company Act	58
	Section 4.17	Insurance	58
	Section 4.18	Material Contracts	58
	Section 4.19	Reinsurance Agreements	58
	Section 4.20	Anti-Corruption Laws and Sanctions	59
	Section 4.21	Plan Asset Regulations	59
	 	 	 
	ARTICLE V
	 
	AFFIRMATIVE COVENANTS
	 
	Section 5.1	Financial Statements	59
	Section 5.2	Other Business and Financial Information	60
	Section 5.3	Existence; Franchises; Maintenance of Properties	62
	Section 5.4	Compliance with Laws	63
	Section 5.5	Payment of Obligations	63
	Section 5.6	Insurance	63
	Section 5.7	Maintenance of Books and Records; Inspection	63
	Section 5.8	Investments and Permitted Acquisitions	63
	Section 5.9	Internal Control Event	64
	Section 5.10	Further Assurances	64
	Section 5.11	Compliance with Anti-Corruption Laws and Sanctions	64



 






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TABLE OF CONTENTS


(continued)



 


	 	 	Page
	ARTICLE VI
	 
	FINANCIAL COVENANTS
	 
	Section 6.1	Minimum Consolidated Net Worth	64
	Section 6.2	Maximum Consolidated Debt to Total Capitalization	65
	 	 	 
	ARTICLE VII
	 
	NEGATIVE COVENANTS
	 
	Section 7.1	Merger; Consolidation; Dissolution	65
	Section 7.2	Indebtedness	65
	Section 7.3	Liens	66
	Section 7.4	Disposition of Assets	68
	Section 7.5	Investments and Acquisitions	68
	Section 7.6	Restricted Payments	69
	Section 7.7	Transactions with Affiliates	69
	Section 7.8	Lines of Business	70
	Section 7.9	Certain Amendments	70
	Section 7.10	Burdensome Agreements	70
	Section 7.11	Fiscal Year	70
	Section 7.12	Accounting Changes	70
	 	 	 
	ARTICLE VIII
	 
	EVENTS OF DEFAULT
	 
	Section 8.1	Events of Default	70
	Section 8.2	Remedies: Termination of Commitment, Acceleration, etc.	72
	Section 8.3	Remedies: Set-Off	73
	 	 	 
	ARTICLE IX
	 
	THE ADMINISTRATIVE AGENT
	 
	Section 9.1	Appointment and Authority	74
	Section 9.2	Rights as a Lender	74
	Section 9.3	Exculpatory Provisions	74
	Section 9.4	Reliance by Administrative Agent	75
	Section 9.5	Delegation of Duties	76
	Section 9.6	Resignation of Administrative Agent	76
	Section 9.7	Non-Reliance on Administrative Agent and Other Lenders	77
	Section 9.8	No Other Duties, etc.	77



 






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TABLE OF CONTENTS


(continued)



 


	 	 	Page
	 	 	 
	Section 9.9	Administrative Agent May File Proofs of Claim	77
	Section 9.10	Certain ERISA Matters	77
	Section 9.11	Erroneous Payments	79
	 	 	 
	ARTICLE X
	 
	MISCELLANEOUS
	 
	Section 10.1	Expenses; Indemnity; Damage Waiver	81
	Section 10.2	Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process	82
	Section 10.3	Waiver of Jury Trial	83
	Section 10.4	Notices; Effectiveness; Electronic Communication	84
	Section 10.5	Amendments, Waivers, etc.	84
	Section 10.6	Successors and Assigns; Participations	86
	Section 10.7	No Waiver	89
	Section 10.8	Survival	89
	Section 10.9	Severability	90
	Section 10.10	Construction	90
	Section 10.11	Confidentiality	90
	Section 10.12	Counterparts; Integration; Effectiveness	91
	Section 10.13	Electronic Execution	91
	Section 10.14	No Fiduciary Relationship Established By Credit Documents	92
	Section 10.15	Disclosure of Information	92
	Section 10.16	USA Patriot Act Notice	92
	Section 10.17	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	92
	Section 10.18	Acknowledgement Regarding Any Supported QFCs	93


 









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TABLE OF CONTENTS


(continued)


 





EXHIBITS


 





	Exhibit A	Form of Note
	 	 
	Exhibit B-1	Form of Notice of Borrowing
	 	 
	Exhibit B-2	Form of Notice of Conversion/Continuation
	 	 
	Exhibit C	Form of Compliance Certificate
	 	 
	Exhibit D	Form of Assignment and
    Assumption
	 	 
	Exhibit E	Form of Lender Joinder
    Agreement
	 	 
	Exhibit F-1	Form of U.S. Tax Certificate
    (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 	 
	Exhibit F-2	Form of U.S. Tax Certificate
    (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	 	 
	Exhibit F-3	Form of U.S. Tax Certificate
    (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 	 
	Exhibit F-4	Form of U.S. Tax Certificate
    (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)




 


SCHEDULES


 


	Schedule 1.1	Commitments and
    Notice Addresses
	 	 
	Schedule 4.7	Subsidiaries
	 	 
	Schedule 4.14(a)	Environmental Matters
	 	 
	Schedule 4.14(b)	Underground Storage Tanks
	 	 
	Schedule 4.18	Material Contracts
	 	 
	Schedule 7.2	Indebtedness
	 	 
	Schedule 7.3	Liens
	 	 
	Schedule 7.7	Transactions with Affiliates


 






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CREDIT AGREEMENT


 


THIS
CREDIT AGREEMENT, dated as of the 7th day of November 2022 (this “Agreement”), is made between SELECTIVE
INSURANCE GROUP, INC., a New Jersey corporation with its principal offices in Branchville, New Jersey (the “Borrower”),
the Lenders (as hereinafter defined), and Wells Fargo Bank, National Association,
as Administrative Agent for the Lenders.


 


RECITALS


 


A.            The
Borrower has requested that the Lenders make available to the Borrower a revolving credit facility in the aggregate principal amount of
$50,000,000. The Borrower will use the proceeds of this facility as provided in Section 2.14.


 


B.            The
Lenders are willing to make available to the Borrower the credit facility described herein subject to and on the terms and conditions
set forth in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby
agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1       Defined
Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set
forth below (such meanings to be equally applicable to the singular and plural forms thereof):


 


“Account Designation
Letter” means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer and
in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower may
from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.


 


“Acquisition”
means any transaction or series of related transactions, consummated on or after the date hereof, by which the Borrower directly, or indirectly
through one or more Subsidiaries, (i) acquires any going business, or all or substantially all of the assets, of any Person (other
than a Subsidiary), whether through purchase of assets, merger or otherwise, or (ii) acquires Capital Stock of any Person (other
than a Subsidiary) having at least a majority of combined voting power of the then outstanding Capital Stock of such Person.


 


“Additional Lender” has the
meaning given to such term in Section 2.20(a).


 


“Adjusted Term SOFR”
means, at any time with respect to any SOFR Loan, a rate per annum equal to (a) Term SOFR as in effect at such time plus (b) the
Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR
shall be deemed to be the Floor.


 






     

     


    

 


“Administrative Agent”
means Wells Fargo Bank, National Association, in its capacity as administrative agent appointed under Section 9.1.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in the form provided by the Administrative Agent.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, as to any Person, each other Person that directly, or indirectly through one or more intermediaries, owns or controls, is controlled
by or under common control with, such Person or is a director or officer of such Person. For purposes of this definition, with respect
to any Person “control” means (i) the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, or (ii) the
beneficial ownership of Capital Stock of such Person having 15% or more of the combined voting power of the then outstanding Capital Stock
of such Person ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors
or other governing body of such Person.


 


“Agreement” has the meaning
given to such term in the introductory paragraph hereof.


 


“Annual Statement”
means, with respect to any Insurance Subsidiary for any fiscal year, the annual financial statements of such Insurance Subsidiary as required
to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction,
together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to
time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder.


 


“Applicable Percentage”
means, for any day, the applicable rate per annum set forth in the Pricing Grid below under the caption “Commitment Fee,”
 “Applicable Margin for SOFR Loans” and “Applicable Margin for Base Rate Loans,” respectively, in each case as
determined based on the actual rating of the Borrower’s senior unsecured, non-credit enhanced long-term debt by Standard &
Poor’s and Moody’s in effect on the date of determination (the “Debt Rating”):


 


	Pricing

 Level	 	Debt Rating 
(Moody’s / S&P)	 	Applicable

 Margin for

 SOFR Loans	 	 	Applicable 

Margin for

 Base Rate 

Loans	 	 	Commitment

 Fee	 
	Level I	 	≥A3/A-	 	 	1.000	%	 	 	0.000	%	 	 	0.125	%
	Level II	 	Baa1/BBB+	 	 	1.125	%	 	 	0.125	%	 	 	0.150	%
	Level III	 	Baa2/BBB	 	 	1.250	%	 	 	0.250	%	 	 	0.200	%
	Level IV	 	≤Baa3/BBB-	 	 	1.500	%	 	 	0.500	%	 	 	0.250	%



 






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(a)            If
the Debt Ratings established by Standard & Poor’s and Moody’s shall fall within different Levels, the Applicable
Percentage shall be based on the Debt Rating listed on the higher of the two Levels (Level IV being the lowest Level), provided the Debt
Ratings are not two or more Levels apart. If the Debt Ratings are two or more Levels apart, the Applicable Percentage shall be based on
the Debt Rating that is one Level lower than the highest of the Levels.


 


(b)            If
neither Standard & Poor’s or Moody’s publishes a Debt Rating, or during the existence of an Event of Default, the
Applicable Percentage shall be based on Level IV.


 


(c)            Any
change in the applicable Level shall become effective on and as of the date of any public announcement of any Debt Rating that indicates
a different Level.


 


(d)            If
only one of Standard & Poor’s or Moody’s shall have a Debt Rating in effect, the Applicable Percentage shall be determined
by reference to the available Debt Rating.


 


In the event that Moody’s notifies the Borrower
that it intends to charge the Borrower for use of the Debt Rating in this Agreement, the Borrower and the Administrative Agent will mutually
agree as to whether (i) the Moody’s Debt Rating shall be replaced with the Debt Rating issued by Fitch Ratings Inc. or (ii) the
Borrower and the Administrative Agent shall designate an alternate source of the Borrower’s debt rating that is mutually acceptable
to the Borrower and the Administrative Agent.


 


“Approved Fund”
means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (or an
Affiliate of a Person) that administers or manages a Lender.


 


“Arranger”
means Wells Fargo Securities, LLC in its capacity as sole lead arranger and sole lead bookrunner.


 


“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 10.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other
form approved by the Administrative Agent.


 


“Authorized Officer”
means, with respect to any action specified herein, any officer of the Borrower, duly authorized by resolution of the board of directors
of the Borrower to take such action on its behalf, and whose signature and incumbency shall have been certified to the Administrative
Agent by the corporate secretary or assistant corporate secretary of the Borrower.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a
term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the
definition of “Interest Period” pursuant to Section 2.16(g)(iv).


 






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“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, regulation, rule or requirement for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other
than through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy Code” means 11 U.S.C.
 §§ 101 et seq.


 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment
or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely
by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality
thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Base
Rate” means the highest of (i) the per annum interest rate publicly announced from time to time by the Administrative Agent
at its headquarters, to be its prime commercial lending rate (which may not necessarily be its best lending rate), as adjusted to conform
to changes as of the opening of business on the date of any such change in such prime rate, (ii) the Federal Funds Rate plus
0.50% per annum, as adjusted to conform to changes as of the opening of business on the date of any such change in the Federal Funds Rate,
(iii) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.0%; each change in the Base Rate shall take effect
simultaneously with the corresponding change or changes in the prime rate (as determined pursuant to clause (i)), the Federal Funds Rate
or Adjusted Term SOFR, as applicable (provided that clause (iii) shall not be applicable during any period in which Adjusted Term
SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 0.0%.


 


“Base Rate Loan”
means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 2.8(a).


 






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“Base Rate Term SOFR
Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.


 





“Benchmark”
has the meaning given to such term in Section 2.16(g).


 


“Benchmark Replacement”
has the meaning given to such term in Section 2.16(g).


 


“Benchmark Replacement
Adjustment” has the meaning given to such term in Section 2.16(g).


 


“Benchmark Replacement
Conforming Changes” has the meaning given to such term in Section 2.16(g).


 


“Benchmark Replacement
Date” has the meaning given to such term in Section 2.16(g).


 


“Benchmark Transition
Event” has the meaning given to such term in Section 2.16(g).


 


“Benchmark Transition
Start Date” has the meaning given to such term in Section 2.16(g).


 


“Benchmark Unavailability
Period” has the meaning given to such term in Section 2.16(g).


 


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


 


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


 


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


 


“BHC Act Affiliate”
has the meaning given to such term in Section 10.18(b).


 


“BMO” has
the meaning given to such term in the definition of “Existing Credit Facility.”


 


“Borrower”
has the meaning given to such term in the introductory paragraph hereof.


 


“Borrower Margin
Stock” means shares of capital stock of the Borrower that are held by the Borrower or any of its Subsidiaries and that constitute
Margin Stock.


 


“Borrowing”
means the incurrence by the Borrower (including as a result of conversions and continuations of outstanding Loans pursuant to Section 2.11)
on a single date of a group of Loans pursuant to Section 2.2(b) of a single Type and, in the case of SOFR Loans, as to
which a single Interest Period is in effect.


 


“Borrowing Date”
has the meaning given to such term in Section 2.2(b).


 






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“Business Day”
means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.


 


“Capital Lease”
means, with respect to any Person, any lease of property (whether real, personal or mixed) by such Person as lessee that is or is required
to be, in accordance with GAAP, recorded as a capital lease on such Person’s balance sheet.


 


“Capital Lease Obligations”
means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, and the amount
of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether
voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation,
any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all
warrants, rights or options to purchase any of the foregoing.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect
of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (iii) 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 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 or issued.


 


“Closing Date”
means the date upon which each of the conditions set forth in Section 3.1 and Section 3.2 shall have been satisfied
or waived in accordance with the terms of this Agreement.


 


“Commitment”
means, with respect to any Lender at any time, the commitment of such Lender to make Loans in an aggregate principal amount at any time
outstanding up to the amount set forth opposite such Lender’s name on Schedule 1.1 under the caption “Commitment”
or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth for such Lender at such time in the Register
maintained by the Administrative Agent pursuant to Section 10.6(c) as such Lender’s “Commitment,” in
either case, as such amount may be reduced at or prior to such time pursuant to the terms hereof.


 


“Commitment Fee” has the meaning
given to such term in Section 2.9(a).


 


“Commitment Increase” has the
meaning given to such term in Section 2.20(a).


 


“Commitment Increase Date” has
the meaning given to such term in Section 2.20(c).


 






    	 	6	 



     


    

 


“Compliance Certificate”
means a fully completed and duly executed certificate in substantially the form of Exhibit C, together with a Covenant Compliance
Worksheet.


 





“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 Indebtedness”
means, as of the last day of any fiscal quarter, the aggregate (without duplication) of all Indebtedness (whether or not reflected on
the Borrower’s or any Subsidiary’s balance sheet) of the Borrower and its Subsidiaries as of such date, determined on a consolidated
basis in accordance with GAAP; provided, however, that, for purposes of calculating the financial covenants set forth in
Article VI, Consolidated Indebtedness shall exclude (i) Indebtedness in respect of undrawn letters of credit, (ii) surplus
notes or intercompany loans issued for the benefit of any Insurance Subsidiary or the Borrower in the ordinary course of its business,
and (iii) the obligations of the Borrower or any of its Subsidiaries under any Hybrid Equity Securities to the extent that the total
book value of such Hybrid Equity Securities does not exceed 15% of Consolidated Total Capital. Notwithstanding the foregoing, FHLB Indebtedness
shall be included in Consolidated Indebtedness.


 


“Consolidated Net
Income” means, for any period, net income (or loss) for the Borrower and its Subsidiaries for such period and as reflected on
the consolidated financial statements of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Net
Worth” means, as of any date of determination, the consolidated shareholders’ equity of the Borrower and its Subsidiaries
determined in accordance with GAAP and as reflected on the consolidated financial statements of the Borrower and its Subsidiaries, excluding
accumulated other comprehensive income and excluding any Disqualified Capital Stock (except to the extent deducted in determining such
consolidated shareholders’ equity).


 


“Consolidated Total
Capital” means, as of any date of determination, the sum of (i) Consolidated Net Worth as of such date, (ii) Consolidated
Indebtedness (but excluding any Hybrid Equity Securities) as of such date and (iii) the obligations of the Borrower and its Subsidiaries
under any Hybrid Equity Securities as of such date.


 


“Contingent
Obligation” means, with respect to any Person, any direct or indirect liability of such Person with respect to any Indebtedness,
liability or other obligation (the “primary obligation”) of another Person (the “primary obligor”), whether or
not contingent, (i) to purchase, repurchase or otherwise acquire such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or provide funds (A) for the payment or discharge of any such primary obligation or (B) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor in respect thereof to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against
loss or failure or inability to perform in respect thereof; provided, however, that, with respect to the Borrower and its
Subsidiaries, the term Contingent Obligation shall not include (i) endorsements for collection or deposit in the ordinary course
of business and (ii) undrawn capital commitments with respect to the Borrower’s or any of its Subsidiaries’ limited partnership
interest in funds organized primarily for the purpose of making equity or debt investments in one or more portfolio companies.


 






    	 	7	 



     


    

 


“Covenant Compliance
Worksheet” means a fully completed worksheet substantially in the form of Attachment A to Exhibit C.


 


“Covered Entity”
has the meaning given to such term in Section 10.18(b).


 


“Covered Party”
has the meaning given to such term in Section 10.18(a).


 


“Credit Documents”
means this Agreement, the Notes, any fee letters and all other agreements, instruments, documents and certificates now or hereafter executed
and delivered to the Administrative Agent or any Lender by or on behalf of the Borrower or any of its Subsidiaries with respect to this
Agreement and the transactions contemplated hereby.


 


“Debt Rating”
has the meaning given to such term in the defined term “Applicable Percentage.”


 


“Debtor Relief Laws”
means the Bankruptcy Code, 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 or other applicable jurisdictions
from time to time in effect.


 


“Default”
means any event or condition that, with the passage of time or giving of notice, or both, would constitute an Event of Default.


 


“Default Right”
has the meaning given to such term in Section 10.18(b).


 


“Defaulting Lender”
means any Lender that (i) has failed to (x) fund all or any portion of its Loans within two (2) Business Days of the date
such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that
such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions
precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (y) pay
to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days
of the date when due, (ii) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with
its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such
Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (iii) has failed, within three (3) Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(iii) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (iv) has, or has a direct
or indirect parent company that has, (x) become the subject of a proceeding under any Debtor Relief Law, (y) had appointed for
it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity
or (z) become the subject of a Bail-in Action; 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 such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written
notice of such determination to the Borrower and each Lender.


 






    	 	8	 



     


    

 


“Disqualified Capital
Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is
mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (ii) is
redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into
or exchangeable for (whether at the option of the issuer or the holder thereof) (A) debt securities or (B) any Capital Stock
referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above at any time on or prior to the Maturity
Date; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable
at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified
Capital Stock.


 


“Dollars” or “$”
means dollars of the United States of America.


 


“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 credit institution or investment firm established in any EEA Member Country.


 


“Electronic Record”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.


 






    	 	9	 



     


    

 


“Electronic Signature”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.


 





“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.6(b)(v) and (vi) (subject
to such consents, if any, as may be required under Section 10.6(b)(iii)).


 


“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations,
notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of its
business and not in response to any third-party action or request of any kind) or proceedings relating in any way to any actual or alleged
violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental
Law (collectively, “Claims”), including, without limitation, (i) any and all Claims by Governmental Authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any
and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting
from Hazardous Substances or arising from alleged injury or threat of injury to human health or the environment.


 


“Environmental Laws”
means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of
common law and orders of courts or Governmental Authorities, relating to the protection of human health or occupational safety or the
environment, including, without limitation, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage,
disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Substances.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated thereunder.


 


“ERISA Affiliate”
means any Person (including any trade or business, whether or not incorporated) that is deemed to be under “common control”
with, or a member of the same “controlled group” as, the Borrower or any of its Subsidiaries, within the meaning of Sections
414(b), (c), (m) or (o) of the Internal Revenue Code or Section 4001 of ERISA.


 


“ERISA Event”
means any of the following with respect to a Plan or Multiemployer Plan, as applicable: (i) a Reportable Event, (ii) a complete
or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan that results in liability to the Borrower or any
ERISA Affiliate under Section 4201 or 4205 of ERISA, or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer
Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A
of ERISA, (iii) the distribution by the Borrower or any ERISA Affiliate under Section 4041 of ERISA of a notice of intent to
terminate any Plan or the taking of any action to terminate any Plan, (iv) the commencement of proceedings by the PBGC under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA
Affiliate of a notice from any Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan,
(v) the institution of a proceeding by any fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce
Section 515 of ERISA, which is not dismissed within thirty (30) days, (vi) the imposition upon the Borrower or any ERISA Affiliate
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the
imposition or threatened imposition of any Lien upon any assets of the Borrower or any ERISA Affiliate as a result of any alleged failure
to comply with the Internal Revenue Code or ERISA in respect of any Plan, (vii) the failure of any Plan to satisfy the minimum funding
standard of Section 302 of ERISA and Section 412 of the Internal Revenue Code, whether or not waived, or (viii) the adoption
by the Borrower or any ERISA Affiliate of an amendment to a Plan which may not take effect due to the application of Section 436(c)(1) of
the Internal Revenue Code or Section 206(g)(2)(A) of ERISA, or the payment by the Borrower or any Subsidiary of a contribution
in order to satisfy the requirements of Section 436(c)(2) of the Internal Revenue Code with respect to a Plan.


 






    	 	10	 



     


    

 


“Erroneous Payment”
has the meaning given to such term in Section 9.11(a).


 


“Erroneous Payment
Deficiency Assignment” has the meaning given to such term in Section 9.11(d).


 


“Erroneous Payment
Return Deficiency” has the meaning given to such term in Section 9.11(d).


 


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


 


“Event of Default”
has the meaning given to such term in Section 8.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to, or required to be withheld from a payment to, the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) Taxes
imposed on or measured by such recipient’s overall net income or net profits (however denominated), branch profits Taxes, and franchise
Taxes imposed on such recipient (in lieu of net income or net profits Taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized, in which its principal office is located, in the case of a Lender, in which its applicable
Lending Office is located, or that are Other Connection Taxes, (ii) in the case of a Lender, any U.S. federal withholding Tax or
backup withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in effect at the time such Lender becomes a
party hereto or designates a new Lending Office (other than pursuant to a request by the Borrower pursuant to Section 2.19(a)),
except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment),
to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a), (iii) Taxes
attributable to such recipient’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.17(g) or
Section 2.17(h), and (iv) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 






    	 	11	 



     


    

 


“Existing Credit
Facility” means the agreements and instruments relating to the Borrower’s existing revolving credit facility, dated as
of December 20, 2019, by and between the Borrower, the lenders party thereto, and Bank of Montreal, Chicago Branch (“BMO”),
as administrative agent for the lenders, as amended, restated, supplemented or otherwise modified.


 





“FATCA”
means Sections 1471 through 1474 of the Internal Revenue 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided
that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of
the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing
selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall
be deemed zero for purposes of this Agreement.


 


“FHLB Indebtedness”
has the meaning given to such term in Section 7.2(ix).


 


“FHLB Subsidiary”
has the meaning given to such term in Section 7.2(ix).


 


“Financial Officer”
means, with respect to the Borrower, the chief financial officer, vice president - finance, principal accounting officer or treasurer
of the Borrower.


 


“Floor”
means a rate of interest equal to 0.0%.


 


“Foreign Lender”
means, with respect to the Borrower, any Lender that is organized, or lending through a branch that is organized, under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each
State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


“FRB” means
the Board of Governors of the Federal Reserve System and any successor thereto.


 


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


 


“GAAP”
means generally accepted accounting principles, as set forth in the statements, opinions and pronouncements of the Accounting Principles
Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained,
as in effect from time to time (subject to the provisions of Section 1.2).


 






    	 	12	 



     


    

 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof and any central bank thereof, any municipal, local, city
or county government, and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or
pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by
any of the foregoing.


 





“Hazardous Substances”
means any substances or materials (i) that are defined as hazardous wastes, hazardous substances, pollutants, contaminants or toxic
substances under any Environmental Law, (ii) that are defined by any Environmental Law as toxic, explosive, corrosive, ignitable,
infectious, radioactive, mutagenic or otherwise hazardous, (iii) the presence of which require investigation or response under any
Environmental Law, (iv) that constitute a nuisance, trespass or health or safety hazard to Persons or neighboring properties, (v) that
consist of underground or above ground storage tanks, whether empty, filled or partially filled with any substance, or (vi) that
contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum
derived substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.


 


“Hedge Agreement”
means any interest or foreign currency rate swap, cap, collar, option, hedge, forward rate or other similar agreement or arrangement designed
to protect against fluctuations in interest rates or currency exchange rates.


 


“Hybrid Equity Securities”
means any hybrid preferred securities consisting of trust preferred securities, deferrable interest subordinated debt securities, mandatory
convertible debt or other hybrid securities that are shown on the consolidated financial statements of the Borrower as liabilities and
that (i) by its terms (or by the terms of any security into which it is convertible for or which it is exchangeable) or upon the
happening of any event or otherwise, does not mature or is not mandatorily redeemable or is not subject to any mandatory repurchase requirement,
at any time on or prior to the date which is one year after the Maturity Date and (ii) in the event either Standard & Poor’s
or Moody’s or both evaluates any such securities, such securities are treated as equity by Standard & Poor’s, Moody’s,
or both, as the case may be; provided, however, that if Standard & Poor’s and Moody’s equity treatment
of such securities are different, then such securities shall be deemed to be Hybrid Equity Securities only to the extent and in an amount
equal to the product of (y) the total book value of such securities and (z) the lesser of (A) the equity treatment (in
terms of percentage) granted to such securities by Standard & Poor’s and (B) the equity treatment (in terms of percentage)
granted to such securities by Moody’s.


 


“Increasing Lender”
has the meaning given to such term in Section 2.20(a).


 






    	 	13	 



     


    

 


“Indebtedness”
means, with respect to any Person (without duplication), (i) all indebtedness and obligations of such Person for borrowed money or
in respect of loans or advances of any kind, (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar
instruments, (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit and bankers’
acceptances (in each case, whether or not drawn or matured and in the stated amount thereof), (iv) all obligations of such Person
to pay the deferred purchase price of property or services (other than such Person’s obligations with respect to undrawn capital
commitments with respect to Borrower’s or any of its Subsidiaries’ limited partnership interest funds organized primarily
for the purpose of making equity or debt investments in one or more portfolio companies), (v) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all Capital
Lease Obligations of such Person, (vii) all Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented
by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed
repurchase price, but excluding accrued dividends, if any (for purposes hereof, the “maximum fixed repurchase price” of any
Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined
pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock,
such fair market value shall be determined reasonably and in good faith by the board of directors or other governing body of the issuer
of such Disqualified Capital Stock), (viii) the net termination obligations of such Person under any Hedge Agreements, calculated
as of any date as if such agreement or arrangement were terminated as of such date, (ix) all Contingent Obligations of such Person
and (x) all indebtedness referred to in clauses (i) through (ix) above secured by any Lien on any property or asset owned
or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is nonrecourse
to the credit of such Person.


 





“Indemnified Taxes”
means (i) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the
Borrower under this Agreement or any other Credit Document and (ii) to the extent not otherwise described in (i), Other Taxes.


 


“Indemnitee” has the meaning
given to such term in Section 10.1(b).


 


“Insurance Regulatory
Authority” means, with respect to any Insurance Subsidiary, the insurance department or similar Governmental Authority charged
with regulating insurance companies or insurance holding companies, in its jurisdiction of domicile and, to the extent that it has regulatory
authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed
to conduct business.


 


“Insurance Subsidiary”
means any direct or indirect Subsidiary of the Borrower the ability of which to pay dividends is regulated by an Insurance Regulatory
Authority or that is otherwise required to be regulated thereby in accordance with the applicable Requirements of Law of its jurisdiction
of domicile, and shall mean and include, without limitation, Selective Insurance Company of America, Selective Way Insurance Company,
Selective Auto Insurance Company of New Jersey, Selective Insurance Company of South Carolina, Selective Insurance Company of the Southeast,
Selective Insurance Company of New York, Selective Insurance Company of New England, Mesa Underwriters Specialty Insurance Company, Selective
Casualty Insurance Company and Selective Fire and Casualty Insurance Company.


 


“Interest Period”
means, as to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan
and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter,
in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability;
provided that:


 


(a)            the
Interest Period shall commence on the date of Borrowing or conversion to any SOFR Loan and, in the case of immediately successive Interest
Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;


 






    	 	14	 



     


    

 


(b)            if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month
after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;


 


(c)            any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the
end of such Interest Period;


 


(d)            no
Interest Period shall extend beyond the Maturity Date;


 


(e)            there
shall be no more than five (5) Interest Periods in effect at any time; and


 


(f)            no
tenor that has been removed from this definition pursuant to Section 2.16(g)(iv) shall be available for specification
in any Notice of Borrowing or Notice of Conversion/Continuation.


 


“Internal Control
Event” means a “material weakness” (as defined in Statement on Auditing Standards No. 60) in, or fraud that
involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting,
in each case as described in Section 404 of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder
and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated thereunder.


 


“Investment Policy”
means the Investment Policy of the Insurance Subsidiaries as of the date hereof, together with such changes therein or additions thereto
as are made by the Insurance Subsidiaries in good faith.


 


“IRS” means the United States
Internal Revenue Service.


 


“Lender”
means each Person signatory hereto as a “Lender” and each other Person that becomes a “Lender” hereunder pursuant
to Section 10.6, and their respective successors and assigns.


 


“Lender Joinder Agreement”
means a joinder agreement in the form of Exhibit E.


 


“Lending
Office” means, with respect to any Lender, the office of such Lender designated as such in such Lender’s Administrative
Questionnaire or in connection with an Assignment and Assumption, or such other office as may be otherwise designated in writing from
time to time by such Lender to the Borrower and the Administrative Agent. A Lender may designate separate Lending Offices as provided
in the foregoing sentence for the purposes of making or maintaining different Types of Loans, and such office may be a domestic or foreign
branch or Affiliate of such Lender.


 






    	 	15	 



     


    

 


“Licenses”
means any and all licenses (including provisional licenses), certificates of need, accreditations, permits, franchises, rights to conduct
business, approvals (by a Governmental Authority or otherwise), consents, qualifications, operating authority and any other authorizations.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), preference, priority, charge
or other encumbrance of any nature, whether voluntary or involuntary, including, without limitation, the interest of any vendor or lessor
under any conditional sale agreement, title retention agreement, Capital Lease or any other lease or arrangement having substantially
the same effect as any of the foregoing.


 


“Loans” has the meaning given
to such term in Section 2.1.


 


“Margin Stock” has the
meaning given to such term in Regulation U.


 


“Material Adverse
Change” means a material adverse change in the financial condition, operations, business, properties or assets of, as the case
may be, the Borrower and its Subsidiaries, taken as a whole.


 


“Material Adverse
Effect” means a material adverse effect upon (i) the financial condition, operations, business, properties or assets of
the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower or any Subsidiary to perform its obligations
in any material respect under this Agreement or any of the other Credit Documents to which it is a party or (iii) the legality, validity
or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the
Lenders hereunder and thereunder.


 


“Material Contract” has the
meaning given to such term in Section 4.18.


 


“Maturity
Date” means November 7, 2025.


 


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


 


“Multiemployer Plan”
means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate makes, is making or is obligated to make contributions or, at any time within the preceding six (6) years, has made or
been obligated to make contributions.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment to any Credit Document that (i) requires the approval of
all Lenders (or all Lenders directly affected thereby) in accordance with the terms of Section 10.5 and (ii) has been
approved by the Required Lenders.


 


“Notes”
means, with respect to any Lender requesting the same, the promissory note of the Borrower in favor of such Lender evidencing the Loans
made by such Lender pursuant to Section 2.1, in substantially the form of Exhibit A, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements thereof.


 






    	 	16	 



     


    

 


“Notice of Borrowing” has the
meaning given to such term in Section 2.2(b).


 


“Notice of Conversion/Continuation”
has the meaning given to such term in Section 2.11(b).


 


“Obligations”
means all principal of and interest (including, to the greatest extent permitted by law, post petition interest) on the Loans, and all
fees, reasonable expenses, indemnities and other obligations owing, due or payable at any time by the Borrower to the Administrative Agent,
any Lender or any other Person entitled thereto, under this Agreement or any of the other Credit Documents.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.


 


“Other Connection
Taxes” means Taxes imposed as a result of a present or former connection between the recipient of a payment hereunder 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing taxes or any other excise or property taxes, charges
or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery, performance,
enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement
or any other Credit Document, except any such Taxes that are Other Connection Taxes and that are imposed with respect to an assignment
(other than an assignment made pursuant to Section 2.19 hereof).


 


“Participant” has the meaning
given to such term in Section 10.6(c).


 


“Participant Register”
has the meaning given to such term in Section 10.6(c).


 


“PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act)
of 2001 and all rules and regulations promulgated thereunder.


 


“Payment Office”
means the office of the Administrative Agent designated to the Lenders and the Borrower for such purpose from time to time.


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.


 


“Periodic Term SOFR
Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.


 






    	 	17	 



     


    

 


“Permitted Acquisition”
means (i) any Acquisition with respect to which all of the following conditions are satisfied: (A) each business acquired shall
be within the permitted lines of business described in Section 7.8, (B) in the case of an Acquisition involving the acquisition
of control of Capital Stock of any Person, immediately after giving effect to such Acquisition such Person (or the surviving Person, if
the acquisition is effected through a merger or consolidation) shall be the Borrower or a Subsidiary, and (C) all of the conditions
and requirements of Section 5.8 applicable to such Acquisition are satisfied; or (ii) any other Acquisition to which
the Required Lenders (or the Administrative Agent on their behalf) shall have given their prior written consent (which consent shall be
in their sole discretion but may not be unreasonably withheld or delayed) and with respect to which all of the conditions and requirements
set forth in this definition and in Section 5.8, and in or pursuant to any such consent, have been satisfied or waived in
writing by the Required Lenders.


 





“Permitted Liens” has the meaning
given to such term in Section 7.3.


 


“Person”
means any corporation, association, joint venture, partnership, limited liability company, organization, business, individual, trust,
government or agency or political subdivision thereof or any other legal entity.


 


“Plan”
means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions
of Title IV of ERISA (other than a Multiemployer Plan) and to which the Borrower or any ERISA Affiliate has any liability.


 


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


 


“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.


 


“QFC” has
the meaning given to such term in Section 10.18(b).


 


“QFC Credit Support”
has the meaning given to such term in Section 10.18.


 


“Quarterly Statement”
means, with respect to any Insurance Subsidiary for any fiscal quarter, the quarterly financial statements of such Insurance Subsidiary
as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile, together with all exhibits, schedules,
certificates and actuarial opinions required to be filed or delivered therewith.


 


“Ratable Share”
of any amount means, at any time for each Lender, a percentage obtained by dividing such Lender’s Commitment at such time by the
aggregate Commitments then in effect, provided that, if the Termination Date has occurred, the Ratable Share of each Lender shall
be determined by dividing such Lender’s outstanding Loans by the aggregate of all outstanding Loans as of any date of determination.


 


“Recipient”
means (i) the Administrative Agent and (ii) any Lender.


 


“Register” has the meaning given
to such term in Section 10.6(c).


 






    	 	18	 



     


    

 


“Regulations D, T,
U and X” means Regulations D, T, U and X, respectively, of the FRB, and any successor regulations.


 





“Reinsurance Agreement”
means any agreement, contract, treaty, certificate or other arrangement whereby any Insurance Subsidiary agrees to transfer, cede or retrocede
to another insurer or reinsurer all or part of the liability assumed or assets held by such Insurance Subsidiary under a policy or policies
of insurance issued by such Insurance Subsidiary or under a reinsurance agreement assumed by such Insurance Subsidiary.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person’s Affiliates.


 


“Released Person”
has the meaning given to such term in Section 10.1(d).


 


“Relevant Governmental
Body” has the meaning given to such term in Section 2.16(g).


 


“Reportable Event”
means (i) any “reportable event” within the meaning of Section 4043(c) of ERISA with respect to a Plan for
which the 30-day notice under Section 4043(a) of ERISA has not been waived by the PBGC (including any failure to meet the minimum
funding standard of, or timely make any required installment under, Section 412 of the Internal Revenue Code or Section 302
of ERISA), (ii) any “reportable event” subject to advance notice to the PBGC under Section 4043(b)(3) of ERISA
with respect to which the 30-day advance notice has not been waived by the PBGC, (iii) any application for a funding waiver pursuant
to Section 412 of the Internal Revenue Code, and (iv) a cessation of operations described in Section 4062(e) of ERISA
with respect to a Plan.


 


“Required Lenders”
means, (i) prior to the Termination Date, Lenders having Commitments representing more than 50% of the aggregate Commitments at such
time, or (ii) on and after the Termination Date, the Lenders holding outstanding Loans representing more than 50% of the aggregate,
at such time, of all outstanding Loans, provided that the Commitment of, and the portion of the outstanding Loans held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Requirements of
Law” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws
or other organizational documents of such Person, and (ii) (a) any statute, law, treaty, rule or regulation in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise
pertaining to any or all of the transactions contemplated by this Agreement and the other Credit Documents, and (b) any order, decree,
writ, injunction or determination of any arbitrator or court or other Governmental Authority which, by its terms, is expressly applicable
to or binding upon such Person or any of its property, or otherwise pertaining to any or all of the transactions contemplated by this
Agreement and the other Credit Documents.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 






    	 	19	 



     


    

 


“Responsible Officer”
means, with respect to the Borrower, the president, the chief executive officer, the chief financial officer, any executive officer, or
any other Financial Officer of the Borrower, and any other officer or similar official thereof responsible for the administration of the
obligations of the Borrower in respect of this Agreement.


 





“Sanctioned Country”
means at any time, a country or territory which is itself the subject or target of any Sanctions.


 


“Sanctioned Person”
means, at any time, (i) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury, (ii) any Person operating, organized
or resident in a Sanctioned Country or (iii) any Person owned or controlled by any such Person or Persons described in clauses (i) and
(ii).


 


“Sanctions”
means economic or financial sanctions or trade embargoes, in each case relating to terrorism and anti-money laundering, imposed, administered
or enforced from time to time by the U.S. government (including those administered by OFAC), the United Nations Security Council, the
European Union or Her Majesty’s Treasury.


 


“SEC” means
the United States Securities and Exchange Commission.


 


“Significant
Subsidiary” means any Subsidiary within the meaning in Regulation S-X under the Exchange Act with a net worth of $130,000,000
or greater.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Loan”
means any Loan bearing interest at a rate based on Adjusted Term SOFR as provided in Section 2.8.


 


“Standard &
Poor’s” or “S&P” means Standard & Poor’s Rating Services, a Standard &
Poor’s Financial Services LLC business.


 


“Statutory Accounting
Practices” or “SAP” means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed
or permitted by the relevant Insurance Regulatory Authority of its state of domicile, consistently applied and maintained and in conformity
with those used in the preparation of the most recent statutory financial statements prior to the date of this Agreement (except where
changes are required by the relevant Insurance Regulatory Authority) and the Annual Statement.


 


“Subsidiary”
means, with respect to any Person, any corporation or other Person of which more than fifty percent (50%) of the outstanding Capital Stock
having ordinary voting power to elect a majority of the board of directors, board of managers or other governing body of such Person,
is at the time, directly or indirectly, owned by such Person and one or more of its other Subsidiaries or a combination thereof (irrespective
of whether, at the time, securities of any other class or classes of any such corporation or other Person shall or might have voting power
by reason of the happening of any contingency). When used without reference to a parent entity, the term “Subsidiary” shall
be deemed to refer to a Subsidiary of the Borrower.


 






    	 	20	 



     


    

 


“Supported QFC”
has the meaning given to such term in Section 10.18.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term SOFR”
means,


 


(a)            for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however,
that if as of 5:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not
been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred,
then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding
U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator
so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business
Days prior to such Periodic Term SOFR Determination Day, and


 


(b)            for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to
such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. on any
Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government
Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination
Day.


 


“Term SOFR Adjustment”
means a percentage equal to 0.10% per annum.


 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion).


 


“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR.


 






    	 	21	 



     


    

 


“Termination Date”
means the Maturity Date or such earlier date of termination of the Commitment pursuant to Section 2.5 or Section 8.2.


 





“Type” has the meaning given
to such term in Section 2.2(a).


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” has the meaning given to such term in Section 2.16(g).


 


“Unutilized Commitment”
means, at any time for each Lender, such Lender’s Commitment less the sum of the outstanding principal amount of Loans made by such
Lender.


 


“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; provided, that for purposes of notice requirements in Section 2.2(b),
Section 2.7(a) and Section 2.11(b), in each case, such day is also a Business Day.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Special Resolution
Regimes” has the meaning given to such term in Section 10.18.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(g)(i).


 


“Wholly Owned”
means, with respect to any Subsidiary of any Person, that 100% of the outstanding Capital Stock of such Subsidiary is owned, directly
or indirectly, by such Person.


 


“Withholding Agent” means the
Borrower 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.


 






    	 	22	 



     


    

 


Section 1.2       Accounting
Terms. Except as specifically provided otherwise in this Agreement, all accounting terms used herein that are not specifically defined
shall have the meanings customarily given them pursuant to, and all financial computations shall be made in accordance with, GAAP (or,
to the extent that such terms apply solely to any Insurance Subsidiary or if otherwise expressly required, SAP) as in effect as of the
date of this Agreement applied on a basis consistent with the application used in preparing the most recent financial statements of the
Borrower and any such Insurance Subsidiary. Notwithstanding the foregoing, in the event that any changes in GAAP or SAP after the date
hereof are required to be applied to the transactions described herein and would affect the computation of the financial covenants contained
in Article VI, such changes shall be followed in the computation of such financial covenants only from and after the date
this Agreement shall have been amended to take into account any such changes; provided the parties agree to negotiate in good faith
to so amend this Agreement as soon as practicable after such a change.


 


Section 1.3       Other
Terms; Construction. 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 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 herein 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), (ii) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein
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.


 


Section 1.4       Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,
as applicable).


 


Section 1.5       Divisions.
For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its equity interests at such time.


 






    	 	23	 



     


    

 


Section 1.6       Rates.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the
continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate or Adjusted
Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor
or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative,
successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.16(g),
will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference
Rate, Adjusted Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation
or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities
may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, any alternative, successor
or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to
the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR
Reference Rate or Adjusted Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition
thereof, 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 calculation of any such rate (or
component thereof) provided by any such information source or service.


 


ARTICLE II


 


AMOUNT
AND TERMS OF THE LOANS


 


Section 2.1       Commitment.
Each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Loan,”
and collectively, the “Loans”) to the Borrower, from time to time on any Business Day during the period from and including
the Closing Date to but not including the Termination Date, in an aggregate principal amount at any time outstanding not greater than
its Commitment at such time; provided that no Borrowing of Loans shall be made if, immediately after giving effect thereto, (i) the
aggregate principal amount of all Loans made by any individual Lender that are outstanding at such time would exceed such Lender’s
Commitment at such time, or (ii) the aggregate principal amount of all Loans made by all of the Lenders that are outstanding at such
time would exceed the Lenders’ aggregate Commitment at such time. Subject to and on the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Loans.


 


Section 2.2       Borrowings.


 


(a)            The
Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans
or (ii) SOFR Loans (each, a “Type” of Loan); provided that all Loans comprising the same Borrowing shall, unless
otherwise specifically provided herein, be of the same Type.


 






    	 	24	 



     


    

 


(b)            In
order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant
to Section 2.11), unless such notice requirement is shortened by the Administrative Agent, the Borrower will give the Administrative
Agent written notice not later than 12:00 p.m. (i) three (3) U.S. Government Securities Business Days prior to each Borrowing
to be comprised of SOFR Loans and (ii) on the same Business Day as each Borrowing to be comprised of Base Rate Loans. Each such notice
(each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall
specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case
of a Borrowing of SOFR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing
(the “Borrowing Date”), which shall be a Business Day. Notwithstanding anything to the contrary contained herein:


 


(i)            the
aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral
multiple of $500,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of SOFR Loans shall not be less
than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in each case if less than the minimum amount,
in the amount of the aggregate Unutilized Commitments);


 


(ii)           if
the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, then the Borrower shall be deemed to have requested
a Borrowing comprised of Base Rate Loans; and


 


(iii)          if
the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of SOFR Loans, then the
Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month.


 


(c)            Not
later than 2:00 p.m. on the requested Borrowing Date, each applicable Lender will make available to the Administrative Agent at
the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such
Lender. To the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative
Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like
funds as received by the Administrative Agent.


 


Section 2.3       Disbursements;
Funding Reliance; Domicile of Loans.


 


(a)            The
Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written
instructions from any Authorized Officer of the Borrower; provided that the Administrative Agent shall not be obligated under any
circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the
Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account
Designation Letter.


 






    	 	25	 



     


    


 


(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.2(c) and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation and (ii) in the case of a payment to be made by the Borrower, the rate applicable to such Loan. If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.
Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.


 


(c)            The
obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.1(c) are several and not
joint. The failure of any Lender to make any Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding
obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make
its Loan, purchase its participation or to make any such payment required hereunder.


 


(d)            Each
Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance
with the terms of this Agreement.


 


Section 2.4            Evidence
of Debt; Notes.


 


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


 


(b)            The
Administrative Agent shall maintain the Register pursuant to Section 10.6(c), and a subaccount for each Lender, in which the
Register and subaccounts (taken together) shall be recorded (i) the amount of each such Loan, the Type of each such Loan and the
Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower in respect of each such Loan and each Lender’s share thereof.


 






    26


    


    

 


(c)            The
entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with
the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein,
shall not affect the ultimate obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower in accordance
with the terms of this Agreement.


 


(d)            The
Loans made by each Lender shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced
by a Note appropriately completed in the form of Exhibit A, executed by the Borrower and payable to the order of such Lender.
Each Note shall be entitled to all of the benefits of this Agreement and the other Credit Documents and shall be subject to the provisions
hereof and thereof.


 


Section 2.5            Termination
of Commitment.


 


(a)            The
Commitment shall be automatically and permanently terminated on the Termination Date, unless terminated earlier pursuant to any other
provision of this Section 2.5 or Section 8.2.


 


(b)            At
any time and from time to time after the date hereof, upon not less than five (5) Business Days’ prior written notice to the
Administrative Agent, the Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments and the Commitment Fee
will be reduced accordingly as of the date of such termination or reduction; provided that any such partial reduction shall be
in an aggregate amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof. The amount of any
termination or reduction made under this Section 2.5(b) may not thereafter be reinstated.


 


(c)            Each
reduction of the Commitments pursuant to this Section 2.5 shall be applied ratably among the Lenders according to their respective
Commitments.


 


(d)            All
fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective
date of such termination.


 


Section 2.6            Mandatory
Payments and Prepayments.


 


(a)            Except
to the extent due or paid sooner pursuant to the provisions of this Agreement, the aggregate outstanding principal amount of the Loans
shall be due and payable in full on the Maturity Date.


 


(b)            In
the event that, at any time, the aggregate principal amount of Loans outstanding at such time shall exceed the aggregate Commitments at
such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will immediately prepay, after having
knowledge thereof, the outstanding principal amount of the Loans in the amount of such excess.


 






    27


    


    

 


(c)            Each
payment or prepayment of a SOFR Loan made pursuant to the provisions of this Section 2.6 on a day other than the last day
of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as
a consequence thereof.


 


Section 2.7            Voluntary
Prepayments.


 


(a)            At
any time and from time to time, the Borrower shall have the right to prepay the Loans, in whole or in part, together with accrued interest
to the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the
Administrative Agent not later than 12:00 p.m. three (3) U.S. Government Securities Business Days prior to each intended prepayment
of SOFR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans, unless such notice requirement is shortened
by the Administrative Agent; provided that (i) each partial prepayment shall be in an aggregate principal amount of not less
than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of SOFR Loans and an aggregate principal
amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of Base Rate Loans, (ii) no
partial prepayment of SOFR Loans made pursuant to any single Borrowing shall reduce the outstanding principal amount of the remaining
SOFR Loans under such Borrowing to less than $500,000 or to any greater amount not an integral multiple of $100,000 in excess thereof,
and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment,
a prepayment of a SOFR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify
the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of SOFR
Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such
prepayment on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to
the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section 2.7(a),
the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to
the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.


 


(b)            Each
prepayment of the Loans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans
being prepaid, in proportion to the principal amount held by each.


 


Section 2.8            Interest.


 


(a)            Subject
to the provisions of this Section, at the election of the Borrower, Loans shall bear interest at (i) the Base Rate plus the
Applicable Percentage or (ii) Adjusted Term SOFR plus the Applicable Percentage. The Borrower shall select the rate of interest
and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation
is given pursuant to Section 2.11.


 


(b)            Upon
the occurrence and during the continuance of any Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) or
at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, (i) the Borrower
shall no longer have the option to request SOFR Loans, (ii) all outstanding SOFR Loans shall bear interest at a rate per annum of
two percent (2%) in excess of the rate (including the Applicable Percentage) then applicable to SOFR Loans until the end of the applicable
Interest Period and thereafter at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Percentage) then
applicable to Base Rate Loans, (iii) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Credit
Document shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Percentage) then
applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Credit Document and (iv) all accrued
and unpaid interest shall be due and payable on demand of the Administrative Agent. To the greatest extent permitted by law, interest
shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy
or under any law pertaining to insolvency or debtor relief.


 






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(c)            Accrued
(and theretofore unpaid) interest shall be payable as follows:


 


(i)            in
respect of each Base Rate Loan (including any Base Rate Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6
or Section 2.7, except as provided herein), in arrears on the last Business Day of each calendar quarter, beginning with the
first such day to occur after the Closing Date; provided that in the event the Loans are repaid or prepaid in full and the aggregate
Commitments have been terminated, then accrued interest in respect of all Base Rate Loans shall be payable together with such repayment
or prepayment on the date thereof;


 


(ii)           in
respect of each SOFR Loan (including any SOFR Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6
or Section 2.7, except as provided herein), in arrears (y) on the last Business Day of the Interest Period applicable
thereto and (z) if such Interest Period extends over three (3) months, at the end of each three (3) month interval during
such Interest Period; provided that (i) in the event of any repayment or prepayment of any SOFR Loan, accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (ii) in the event of any
conversion of any SOFR Loan prior to the end of the Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion; and


 


(iii)          in
respect of any Loan, at the Maturity Date (whether pursuant to acceleration or otherwise) and, after the Maturity Date, on demand.


 


(d)            Nothing
contained in this Agreement or in any other Credit Document shall be deemed to establish or require the payment of interest to any Lender
at a rate in excess of the maximum rate permitted by applicable law. If the rate of interest payable for the account of any Lender on
any interest payment date would exceed the maximum rate permitted by applicable law to be charged by such Lender, the rate of interest
payable for its account on such interest payment date shall be automatically reduced to such maximum permissible rate. In the event of
any such reduction affecting any Lender, if from time to time thereafter the rate of interest payable for the account of such Lender on
any interest payment date would be less than the maximum rate permitted by applicable law to be charged by such Lender, then the rate
of interest payable for its account on such subsequent interest payment date shall be automatically increased to a rate (not to exceed
the maximum permissible rate) such that the amount of the rate increase is equivalent to the amount of the prior rate decrease; provided
that (i) at no time shall the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to
this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous
sentence, and (ii) nothing herein shall be deemed to deprive the Borrower of the benefit of a reduction in the Applicable Percentage.


 






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(e)            The
Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of SOFR
Loans after its receipt of the relevant Notice of Borrowing or Notice of Conversion/Continuation, and upon each change in the Base Rate;
provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice
shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative
Agent to the Borrower or any Lender. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.


 


(f)             In
connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Benchmark Replacement Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing
such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement
or any other Credit Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark
Replacement Conforming Changes in connection with the use or administration of Term SOFR.


 


Section 2.9            Fees.
The Borrower agrees to pay:


 


(a)            To
the Administrative Agent, for the account of each Lender, a commitment fee (a “Commitment Fee”), which shall
accrue at a per annum rate equal to the Applicable Percentage in effect for such fee from time to time during each calendar quarter
(or portion thereof) on such Lender’s Ratable Share of the average daily aggregate Unutilized Commitments during the period
from and including the date hereof to, but excluding, the Termination Date. Accrued Commitment Fees shall be payable in arrears
(i) on the last Business Day of each calendar quarter, beginning with the first such day to occur after the Closing Date and
(ii) on the Termination Date, provided that a Defaulting Lender shall not be entitled to receive any Commitment Fee for
any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that
otherwise would have been required to have been paid to that Defaulting Lender). All Commitment Fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day); and


 


(b)            To
the Administrative Agent and the Arranger such other fees as may be agreed to with the Borrower in a fee letter executed by the Administrative
Agent and the Borrower or the Arranger and the Borrower, as applicable.


 


Section 2.10          Reserved.


 


Section 2.11          Conversions
and Continuations.


 


(a)            The
Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion
of the outstanding principal amount of any Base Rate Loans into SOFR Loans, or to convert any SOFR Loans the Interest Periods for which
end on the same day into Base Rate Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the
outstanding principal amount of any SOFR Loans the Interest Periods for which end on the same day for an additional Interest Period; provided
that (x) any such conversion of SOFR Loans of the same Borrowing into Base Rate Loans shall involve an aggregate principal amount
of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans of
the same Borrowing into, or continuation of, SOFR Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater,
an integral multiple of $100,000 in excess thereof; and no partial conversion of SOFR Loans of the same Borrowing shall reduce the outstanding
principal amount of such SOFR Loans to less than $500,000 or to any greater amount not an integral multiple of $100,000 in excess thereof,
(y) if a SOFR Loan is converted into a Base Rate Loan on any day other than the last day of the Interest Period applicable thereto,
the Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof,
and (z) no conversion of Base Rate Loans into SOFR Loans or continuation of SOFR Loans shall be permitted during the continuance
of a Default or Event of Default.


 






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(b)            The
Borrower shall make each such election by giving the Administrative Agent written notice not later than 12:00 p.m. three (3) U.S.
Government Securities Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of,
SOFR Loans and one (1) Business Day prior to the intended effective date of any conversion of SOFR Loans into Base Rate Loans, unless
such notice requirement is shortened by the Administrative Agent. Each such notice (each, a “Notice of Conversion/Continuation”)
shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (x) the date of such conversion or
continuation (which shall be a Business Day), (y) in the case of a conversion into, or a continuation of, SOFR Loans, the Interest
Period to be applicable thereto, and (z) the aggregate amount and Type of the Loans being converted or continued. In the event that
the Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding SOFR Loans,
such SOFR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then-current Interest Period applicable
thereto (unless repaid pursuant to the terms hereof); provided, that the Borrower may direct the Administrative Agent in the Notice of
Borrowing to continue SOFR Loans as successive Interest Periods of the same duration until the Borrower shall give the Administrative
Agent written notice at least three (3) U.S. Government Securities Business Days prior to the end of an Interest Period in the form
of Exhibit B-2 that, as of the end of such Interest Period, the SOFR Loans shall convert into Base Rate Loans or shall be
continued as SOFR Loans having an Interest Period as so notified. In the event the Borrower shall have failed to select in a Notice of
Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, SOFR Loans, then
the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month.


 


Section 2.12          Method
of Payments; Computations.


 


(a)            All
payments by the Borrower hereunder shall be made without setoff, counterclaim or other defense, in Dollars and in immediately available
funds to the Administrative Agent, for the account of the Lenders entitled to such payment (except as otherwise expressly provided herein
as to payments required to be made directly to the Lenders) at the Payment Office prior to 12:00 noon on the date payment is due. Any
payment made as required hereinabove, but after 12:00 noon shall be deemed to have been made on the next succeeding Business Day. If any
payment falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day (subject
in the case of SOFR Loans to the definition of “Interest Period”), and such extension of time shall then be included in the
computation of payment of interest, fees or other applicable amounts.


 






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(b)            The
Administrative Agent will distribute to the Lenders like amounts relating to payments made to the Administrative Agent for the account
of the Lenders as follows: (i) if the payment is received by 12:00 noon in immediately available funds, the Administrative Agent
will make available to each relevant Lender on the same date, by wire transfer of immediately available funds, such Lender’s Ratable
Share of such payment, and (ii) if such payment is received after 12:00 noon or in other than immediately available funds, the Administrative
Agent will make available to each such Lender its Ratable Share of such payment by wire transfer of immediately available funds on the
next succeeding Business Day (or in the case of uncollected funds, as soon as practicable after collected). If the Administrative Agent
shall not have made a required distribution to the appropriate Lenders as required hereinabove after receiving a payment for the account
of such Lenders, the Administrative Agent will pay to each such Lender, on demand, its Ratable Share of such payment with interest thereon
at the Federal Funds Rate for each day from the date such amount was required to be disbursed by the Administrative Agent until the date
repaid to such Lender.


 


(c)            Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such Lender, 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.


 


(d)            All
computations of interest and fees hereunder shall be made on the basis of a year consisting of (i) in the case of interest on Base
Rate Loans based on the prime commercial lending rate of the Administrative Agent, 365/366 days, as the case may be, or (ii) in all
other instances, 360 days; and in each case under (i) and (ii) above, with regard to the actual number of days (including the
first day, but excluding the last day) elapsed.


 


(e)            Notwithstanding
any other provision of this Agreement or any other Credit Document to the contrary, all amounts collected or received by the Administrative
Agent or any Lender after acceleration of the Loans pursuant to Section 8.2 shall be applied by the Administrative Agent as
follows:


 


(i)            first,
to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’
fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Administrative Agent
in connection with enforcing the rights of the Lenders under the Credit Documents;


 






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(ii)           second,
to the payment of any fees owed to the Administrative Agent hereunder or under any other Credit Document;


 


(iii)          third,
to the payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’
and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each
of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to
such Lender;


 


(iv)          fourth,
to the payment of all of the Obligations consisting of accrued fees and interest (including, without limitation, fees incurred and interest
accruing at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred
and interest accruing is allowed in such proceeding);


 


(v)           fifth,
to the payment of the outstanding principal amount of the Obligations;


 


(vi)          sixth,
to the payment of all other Obligations and other obligations that shall have become due and payable under the Credit Documents or otherwise
and not repaid; and


 


(vii)         seventh,
to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus.


 


(viii)        In
carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to application
to the next succeeding category, and (z) all amounts shall be apportioned ratably among the Lenders in proportion to the amounts
of such principal, interest, fees or other Obligations owed to them respectively pursuant to clauses (iii) through (vii) above.


 


Section 2.13          Recovery
of Payments.


 


(a)            The
Borrower agrees that to the extent the Borrower makes a payment or payments to or for the account of the Administrative Agent or any Lender,
which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, common law or equitable cause (whether as a result
of any demand, settlement, litigation or otherwise), then, to the extent of such payment or repayment, the Obligation intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been received.


 


(b)            If
any amounts distributed by the Administrative Agent to any Lender are subsequently returned or repaid by the Administrative Agent to the
Borrower, its representative or successor in interest, or any other Person, whether by court order, by settlement approved by such Lender,
or pursuant to applicable Requirements of Law, such Lender will, promptly upon receipt of notice thereof from the Administrative Agent,
pay the Administrative Agent such amount. If any such amounts are recovered by the Administrative Agent from the Borrower, its representative
or successor in interest or such other Person, the Administrative Agent will redistribute such amounts to the Lenders on the same basis
as such amounts were originally distributed.


 






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Section 2.14          Use
of Proceeds.


 


(a)            The
proceeds of the Loans shall be used (i) to repay all obligations under the Existing Credit Facility in full, if any, (ii) to
pay or reimburse permitted fees and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement
and the other Credit Documents, and (iii) to provide for working capital and general corporate purposes and in accordance with the
terms and provisions of this Agreement, including Permitted Acquisitions.


 


(b)            The
Borrower will not (i) request any Loan, (ii) use the proceeds of any Loan, or (iii) lend, contribute or otherwise make
available such proceeds to any Subsidiary, or knowingly to any other Person, in the case of any of the foregoing (x) 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, (y) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country, or (z) in any manner that would result in the violation of any Sanctions
applicable to any party hereto.


 


Section 2.15          Pro
Rata Treatment.


 


(a)            All
fundings, continuations and conversions of Loans shall be made by the Lenders pro rata on the basis of their Ratable Share (in the case
of the initial making of the Loans) or on the basis of their respective outstanding Loans (in the case of continuations and conversions
of the Loans), as the case may be from time to time. All payments on account of principal of or interest on any Loans, fees or any other
Obligations owing to or for the account of any one or more Lenders shall be apportioned ratably among such Lenders in proportion to the
amounts of such principal, interest, fees or other Obligations owed to them respectively.


 


(b)            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 its Loans or other Obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate
amount of its Loans and accrued interest thereon or other such Obligations greater than its pro rata share 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 Loans and such other Obligations 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 Loans and other amounts owing them; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.15(b) shall
not be construed to apply to (x) any payment made by the 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) or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower
or any Subsidiary thereof (as to which the provisions of this Section 2.15(b) shall apply). The 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 the Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. If under any Debtor Relief Law, any
Lender receives a secured claim in lieu of a setoff to which this Section 2.15(b) applies, such Lender shall, to the
extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 2.15(b) to share in the benefits of any recovery on such secured claim.


 






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Section 2.16          Increased
Costs; Change in Circumstances; Illegality; etc.


 


(a)            If
any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum
reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency
funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time
to time)), 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;


 


(ii)           subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)          impose
on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or participation
therein;


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining
its obligation to make or participate in any such Loan, or to increase the cost to such Lender or such other Recipient of reducing the
amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount),
then, upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such
additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred
or reduction suffered.


 


(b)            If
any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’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
capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such
Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company
with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction
suffered.


 






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(c)            A
certificate of a Lender setting forth such Lender’s good faith determination in reasonable detail of the amount or amounts necessary
to compensate such Lender or its holding company, as the case may be, as specified in Section 2.16(a) or Section 2.16(b) and
delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any
such certificate within twenty (20) days after receipt thereof.


 


(d)            Failure
or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.16 shall
not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to the foregoing provisions of this Section 2.16 for any increased costs incurred or reductions
suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’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)            Subject
to clause (g) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for
any reason, (y) the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining Term
SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period or (z) the
Administrative Agent shall have received written notice from the Required Lenders of their determination that Term SOFR does not adequately
and fairly reflect the cost to such Lenders of making or maintaining SOFR Loans during such Interest Period, the Administrative Agent
will forthwith so notify the Borrower and the Lenders. Upon such notice, (i) all then outstanding SOFR Loans shall automatically,
on the expiration date of the respective Interest Periods applicable thereto (unless then repaid in full), be converted into Base Rate
Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans into, or to continue, SOFR Loans shall be suspended
(including pursuant to the Borrowing to which such Interest Period applies), and (iii) any Notice of Borrowing or Notice of Conversion/Continuation
given at any time thereafter with respect to SOFR Loans shall be deemed to be a request for Base Rate Loans, in each case until the Administrative
Agent or the Required Lenders, as the case may be, shall have determined that the circumstances giving rise to such suspension no longer
exist (and the Required Lenders, if making such determination, shall have so notified the Administrative Agent), and the Administrative
Agent shall have so notified the Borrower and the Lenders.


 


(f)            Notwithstanding
any other provision in this Agreement, if, at any time after the date hereof and from time to time, any Lender shall have determined in
good faith that the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance with any guideline or request
from any such Governmental Authority (whether or not having the force of law), has or would have the effect of making it unlawful for
such Lender to make or to continue to make or maintain SOFR Loans, such Lender will forthwith so notify the Administrative Agent and the
Borrower in writing. Upon such notice, (i) each of such Lender’s then outstanding SOFR Loans shall automatically, on the expiration
date of the respective Interest Period applicable thereto (or, to the extent any such SOFR Loan may not lawfully be maintained as a SOFR
Loan until such expiration date, upon such notice) and to the extent not sooner prepaid, be converted into a Base Rate Loan, (ii) the
obligation of such Lender to make, to convert Base Rate Loans into, or to continue, SOFR Loans shall be suspended (including pursuant
to any Borrowing for which the Administrative Agent has received a Notice of Borrowing but for which the Borrowing Date has not arrived),
and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time thereafter with respect to SOFR Loans shall,
as to such Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall have determined that the circumstances
giving rise to such suspension no longer exist and shall have so notified the Administrative Agent, and the Administrative Agent shall
have so notified the Borrower.


 






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(g)            Benchmark
Replacement Setting.


 


(i)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition
Event, the Administrative Agent and the Borrower may amend this Agreement in writing to replace the then-current Benchmark with a Benchmark
Replacement. Any such amendment by the Administrative Agent and the Borrower with respect to a Benchmark Transition Event will become
effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected
Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment
from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.16(g) will
occur prior to the applicable Benchmark Transition Start Date.


 


(ii)           Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything
to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will
become effective without any further action or consent of any other party to this Agreement or any other Credit Document.


 


(iii)          Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the
implementation of any Benchmark Replacement, and (B) the effectiveness of any Benchmark Replacement Conforming Changes in connection
with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the
Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.16(g)(iv). Any determination, decision
or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.16(g), including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant
to this Section 2.16(g).


 






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(iv)          Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term
SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen
or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement
that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify
the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time
to reinstate such previously removed tenor.


 


(v)           Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the
Borrower may revoke any pending request for a Borrowing of a SOFR Loan, conversion to or continuation of SOFR Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request
into a request for a Borrowing of or conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to
have been converted to Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at
any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.


 


(vi)          Certain
Defined Terms. As used in this Section 2.16(g):


 


“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(g)(i).


 






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“Benchmark
Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate Benchmark rate
that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation
of a replacement Benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated
syndicated credit facilities and (b) the related Benchmark Replacement Adjustment, if any; provided that, if such Benchmark
Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement
and the other Credit Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Available Tenor, the spread adjustment, if any, or method for calculating or determining such spread adjustment,
if any (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body
or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated
syndicated credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration,
adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the
definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities
Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept
of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.18
and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption
and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Credit Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 






    39


    


    

 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the avoidance
of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over
the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark
(or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark
(or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or
such component thereof); or


 






    40


    


    

 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.


 


For the avoidance
of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement
or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the
published component used in the calculation thereof).


 


“Benchmark
Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark
Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document
in accordance with Section 2.16(g)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.16(g)(i).


 


“Relevant
Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by
the FRB or the Federal Reserve Bank of New York, or any successor thereto.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


Section 2.17           Taxes.


 


(a)            Any
and all payments by or on account of any obligation of the Borrower under any Credit 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 Borrower 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 2.17(a)) the applicable recipient receives an amount
equal to the sum it would have received had no such deduction or withholding been made.


 






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(b)            Without
limiting the provisions of Section 2.17(a), the Borrower 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; provided that
for reimbursements of such Other Taxes, the Administrative Agent shall deliver a certificate setting forth the amount of such liability
that is paid or payable.


 


(c)            The
Borrower shall indemnify the Administrative Agent and each Lender, within fifteen (15) 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 2.17(c))
payable or paid by such recipient or required to be withheld or deducted from a payment to such recipient and any reasonable and documented
out-of-pocket 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 setting forth such Lender’s good faith determination as to the
amount of such payment or liability and reasonable detail regarding such amount delivered to the Borrower 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.


 


(d)            Each
Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 10.6(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
Credit 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 Credit 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 Section 2.17(d).


 


(e)            The
Administrative Agent and each Lender agree to take such actions that are reasonably requested by the Borrower to the extent not inconsistent
with the Administrative Agent’s or such Lender’s internal policy and legal and regulatory restrictions to assist the Borrower,
at the sole expense of the Borrower, to recover from the relevant Governmental Authority any Indemnified Taxes in respect of which amounts
were paid by the Borrower pursuant to Section 2.17(a), Section 2.17(b) or Section 2.17(c); provided,
however, the Administrative Agent or any such Lender will not be required to take any action that would be materially disadvantageous
to the Administrative Agent or such Lender, respectively. Notwithstanding the foregoing, this Section 2.17(e) shall not
be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to
its taxes not expressly required to be provided hereunder that it reasonably deems confidential) to the Borrower or any other Person.


 






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(f)             As
soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Authority, the Borrower 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 the return reporting such payment, or other evidence of such payment in the Borrower’s possession and reasonably satisfactory
to the Administrative Agent.


 


(g)            Any
Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Credit
Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower 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 requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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 sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Section 2.17(g)(i)(A), Section 2.17(g)(i)(B) and Section 2.17(g)(i)(D)) 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.


 


(i)            Without
limiting the generality of the foregoing:


 


(A)          any
Lender that is a U.S. Person shall deliver to the Borrower 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 Borrower or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)            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 Credit Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E 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 Credit Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E
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;


 






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(2)            executed
copies of IRS Form W-8ECI;


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and
(y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(4)            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, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or
Exhibit F-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 F-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 Borrower 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 Borrower 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 Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(D)          if
a payment made to a Lender under any Credit 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the
time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower 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 Section 2.17(g)(i)(D),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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Each Lender agrees that if any form
or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(h)            In
addition, each Foreign Lender agrees that from time to time after the Closing Date (or in the case of a Foreign Lender that is an Eligible
Assignee, after the date of assignment to such Foreign Lender), when a lapse of time (or change in circumstances) renders the prior forms
hereunder obsolete or inaccurate in any material respect, such Foreign Lender shall, to the extent permitted under applicable law, deliver
to Borrower and the Administrative Agent new, accurate and complete, originally executed copies of Internal Revenue Service Forms W-8BEN,
W-8BEN-E or W-8ECI (or any successor or other applicable forms prescribed by the Internal Revenue Service) or any other form prescribed
by applicable law, and if applicable, a new withholding certificate, to confirm or establish the entitlement of such Foreign Lender or
the Administrative Agent to an exemption from, or reduction in, United States withholding tax on payments to be made hereunder on any
Loan.


 


(i)             For
any period of time during which a Foreign Lender has failed to provide the Borrower with an appropriate form pursuant to Sections 2.17(g) or
2.17(h) (unless such failure is due to a Change in Law), such Foreign Lender shall not be entitled to indemnification under
Section 2.17(c) with respect to Taxes imposed by the United States.


 


(j)             If
the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified by or on behalf of the Borrower or with respect to which the Borrower has paid, or caused to
be paid, additional amounts pursuant to this Section 2.17, it shall promptly pay to the Borrower an amount equal to such refund
(but only to the extent of indemnity payments made, or additional amounts paid, by or on behalf of the Borrower under this Section 2.17
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender,
as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund);
provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (j), in no event will the Administrative Agent or any Lender be required to pay any amount
to the Borrower pursuant to this paragraph (j) to the extent the payment of which would place the Administrative Agent or such Lender
in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This Section 2.17(j) shall not be construed to require the Administrative
Agent or any Lender to make available its Tax returns (or any other information relating to its taxes not expressly required to be provided
hereunder that it reasonably deems confidential) to the Borrower or any other Person.


 






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(k)            Each
party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Credit Document.


 


Section 2.18          Compensation.
The Borrower will compensate each Lender upon demand for all losses, costs and expenses (including, without limitation, any loss, cost
or expense incurred by reason of the liquidation or reemployment of deposits or other funds or from any fees payable) which may arise,
be attributable to or result due to or as a consequence of (a) any failure by the Borrower to make any payment when due of any amount
due hereunder in connection with a SOFR Loan, (b)  any failure of the Borrower to borrow or continue a SOFR Loan or convert to a
SOFR Loan on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation, (c) any failure of the Borrower
to prepay any SOFR Loan on a date specified therefor in any notice of prepayment, (d) any payment, prepayment or conversion of any
SOFR Loan on a date other than the last day of the Interest Period therefor (including as a result of an Event of Default) or (e) the
assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.19(b). A certificate made in good faith (which shall be in reasonable detail) showing the bases for
the determinations set forth in this Section 2.18 by any Lender as to any additional amounts payable pursuant to this Section 2.18
shall be submitted by such Lender to the Borrower either directly or through the Administrative Agent. Determinations set forth in
any such certificate made in good faith for purposes of this Section 2.18 of any such losses, costs or expenses shall be conclusive
absent manifest error.


 


Section 2.19          Replacement
of Lenders; Mitigation of Costs.


 


(a)            The
Borrower may, at any time at its sole expense and effort, require any Lender (1) that has requested compensation from the Borrower
under Sections 2.16(a) or 2.16(b) or payments from the Borrower under Section 2.17, or (2) that
is a Defaulting Lender or a Non-Consenting Lender, in any case upon notice to such Lender and the Administrative Agent, to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6),
all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall
assume such obligations; provided that:


 


(i)            the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.6(b)(iii);


 






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(ii)           such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.18)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts);


 


(iii)          in
the case of any such assignment resulting from a request for compensation under Sections 2.16(a) or 2.16(b) or
payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or
payments thereafter;


 


(iv)         such
assignment does not conflict with applicable Requirements of Law; and


 


(v)          in
the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower
to require such assignment and delegation cease to apply.


 


(b)            If
any Lender requests compensation under Sections 2.16(a) or 2.16(b), or the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender
gives a notice pursuant to Section 2.16(f), then such Lender shall 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, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Sections 2.16(a), 2.16(b) or 2.17, as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 2.16(f), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.


 


Section 2.20          Increase
in Commitments.


 


(a)            From
time to time after the Closing Date but prior to the Termination Date, the Borrower shall have the right, at any time and from time to
time, by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Commitments (each
such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective
Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one
or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided
that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000 or an integral multiple of $2,500,000
in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not
exceed $125,000,000 and (z) the aggregate of all Commitment Increases effected after the Closing Date shall not exceed $75,000,000,
and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by
the Borrower unless it agrees in its sole discretion to do so.


 






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(b)            Each
Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld
or delayed) and the Borrower and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation
as the Administrative Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.


 


(c)            If
the aggregate Commitments are increased in accordance with this Section 2.20, the Administrative Agent and the Borrower shall
determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30)
days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower
and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized,
on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall
reasonably deem appropriate to effect such Commitment Increase.


 


(d)            Notwithstanding
anything set forth in this Section 2.20 to the contrary, no increase in the aggregate Commitments pursuant to this Section 2.20
shall be effective unless:


 


(i)            The
Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory
to the Administrative Agent:


 


(A)          as
to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender,
a duly executed Lender Joinder Agreement together with all other documentation required by the Administrative Agent and the Borrower pursuant
to Section 2.20(b);


 


(B)          an
instrument, duly executed by the Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents
to which it is a party;


 


(C)          a
certificate of the corporate secretary or an assistant corporate secretary of the Borrower, certifying that the resolutions adopted by
the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents
to which it is a party, inclusive of the Commitment Increase, have not been rescinded, amended or otherwise modified since the date of
their adoption and remain in full force and effect;


 


(D)          a
certificate of an Authorized Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations
and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects,
both immediately before and after giving effect to the Commitment Increase and any Loans issued in connection therewith (except to the
extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation
or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default has
occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Loans issued in
connection therewith and the application of the proceeds thereof); and


 






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(ii)            The
conditions precedent set forth in Section 3.2 shall have been satisfied; provided, however, that the Borrower shall
not be required to deliver a Notice of Borrowing unless Borrower is requesting a Borrowing of Loans in connection with such Commitment
Increase.


 


Immediately after the effectiveness of the Commitment
Increase, Schedule 1.1 shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment
Increase.


 


Section 2.21          Defaulting
Lenders.


 


(a)            Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender
is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


(i)            Such
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 the definition of Required Lenders and in Section 10.5.


 


(ii)           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 8.3 shall be applied at such time or times as may be determined by the Administrative
Agent as follows:


 


(A)          first,
to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;


 


(B)          second,
as the Borrower 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;


 


(C)          third,
if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order
to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement;


 


(D)          fourth,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and


 






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(E)           fifth,
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 in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of such Defaulting Lender. 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(b)            If
the Borrower and the Administrative Agent 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, such Lender will, to the extent applicable, purchase 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 Loans to
be held on a pro rata basis by the Lenders in accordance with their respective Commitments, whereupon such 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
the Borrower while such Lender was a Defaulting Lender; 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 such Lender’s having been a Defaulting Lender.


 


ARTICLE III


 


CONDITIONS
TO EFFECTIVENESS; CONDITIONS OF BORROWING


 


Section 3.1            Conditions
to Effectiveness. This Agreement shall become effective on the date on which each of the following conditions shall have been satisfied
or waived by all of the Lenders:


 


(a)            The
Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and in such number
of copies as the Administrative Agent shall have requested:


 


(i)            this
Agreement executed by the Borrower and each Lender;


 


(ii)           to
the extent requested by any Lender in accordance with Section 2.4(d), a Note for such Lender, in each case duly completed
in accordance with the provisions of Section 2.4 and executed by the Borrower; and


 






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(iii)          the
favorable opinions of (A) internal counsel to the Borrower and (B) Nutter McClennen & Fish LLP, independent outside
counsel to the Borrower, each addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory
to the Administrative Agent.


 


(b)            The
Administrative Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer
of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties
of the Borrower, contained in this Agreement and the other Credit Documents are true and correct as of the Closing Date, both immediately
before and after giving effect to the consummation of the transactions contemplated hereby (except to the extent any such representation
or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and
correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving
effect to the consummation of the transactions contemplated hereby, and (iii) both immediately before and after giving effect to
the consummation of the transactions contemplated hereby, no Material Adverse Change has occurred with respect to the Borrower and its
Subsidiaries, taken as a whole, since December 31, 2021, and there exists no event, condition or state of facts that is reasonably
likely to result in a Material Adverse Change with respect to the Borrower and its Subsidiaries, taken as a whole.


 


(c)            The
Administrative Agent shall have received a certificate of the corporate secretary or assistant corporate secretary of the Borrower, in
form and substance satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of
the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary
of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the
date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect
and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including
the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of
directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which
it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any
of such other Credit Documents, and attaching all such copies of the documents described above.


 


(d)            The
Administrative Agent shall have received a certificate as of a recent date of the good standing of the Borrower under the laws of its
jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction.


 


(e)            All
legal matters, documentation, and corporate or other proceedings incident to the transactions contemplated hereby shall be satisfactory
in form and substance to the Administrative Agent; all licenses, approvals, permits and consents of any Governmental Authorities or other
Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of
the transactions contemplated hereby and thereby shall have been obtained, without the imposition of conditions that are not reasonably
acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such licenses, approvals, permits,
consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall
have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental
Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority with respect
to the Borrower, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related
to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or
thereby, or that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect.


 






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(f)             The
Borrower shall have provided notice of termination of the Existing Credit Facility to BMO of all commitments to extend credit under the
Existing Credit Facility, and the Borrower shall have no remaining unpaid loans, fees or other obligations under the Existing Credit Facility.


 


(g)            Since
December 31, 2021, both immediately before and after giving effect to the consummation of the transactions contemplated by this Agreement,
there shall not have occurred any Material Adverse Change with respect to the Borrower or any event, condition or state of facts that
is reasonably likely to result in a Material Adverse Change with respect to the Borrower.


 


(h)            The
Borrower shall have paid all fees and reasonable expenses of the Administrative Agent and the Lenders required hereunder or under any
other Credit Document to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of the Administrative
Agent’s counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated thereby.


 


(i)             The
Administrative Agent shall have received the financial statements as described in Section 4.11(a), which shall be in form
and substance reasonably satisfactory to the Administrative Agent.


 


(j)             The
Administrative Agent shall have received a Covenant Compliance Worksheet, as of the most recent fiscal quarter ending prior to the Closing
Date, duly completed and certified by the chief financial officer of the Borrower and in form and substance reasonably satisfactory to
the Administrative Agent, demonstrating compliance with the financial covenants set forth in Section 6.1 through Section 6.2.


 


(k)            The
Administrative Agent shall have received satisfactory confirmation from A.M. Best & Company that the current rating of each
Insurance Subsidiary that is rated as of the Closing Date is “A-” or better.


 


(l)             The
Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer,
including wire transfer information, directing the payment of the proceeds of any Loan to be made hereunder.


 


(m)            (i) The
Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding
the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations,
including the PATRIOT Act, to the extent requested in writing of the Borrower at least 10 days prior to the Closing Date and (ii) to
the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days
prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date,
a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.


 






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(n)            The
Administrative Agent shall have received such other documents, certificates, opinions and instruments in connection with the transactions
contemplated hereby as it shall have reasonably requested.


 


Section 3.2            Conditions
of All Borrowings. The obligation of each Lender to make any Loans hereunder, including the initial Borrowing, is subject to the satisfaction
of the following conditions precedent on the relevant Borrowing Date:


 


(a)            The
Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b);


 


(b)            Each
of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality
shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such
Borrowing Date, both immediately before and after giving effect to the Loans to be made on such date (except to the extent any such representation
or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and
correct as of such date); and


 


(c)            No
Default or Event of Default shall have occurred and be continuing on such Borrowing Date, both immediately before and after giving effect
to the Loans to be made on such Borrowing Date.


 


Each giving of a Notice of
Borrowing and the consummation of each Borrowing shall be deemed to constitute a representation by the Borrower that the statements contained
in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing
Date.


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES


 


To induce the Administrative
Agent and the Lenders to enter into this Agreement and to induce the Lenders to extend the credit contemplated hereby, the Borrower represents
and warrants to the Administrative Agent and the Lenders as follows:


 


Section 4.1           Corporate
Organization and Power. The Borrower and each of its Significant Subsidiaries (i) is a corporation or other entity duly
organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the requisite power
and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and
to engage in its business as presently conducted, and (iii) is duly qualified to transact business as a non-domestic entity and is
in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified,
except where the failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse
Effect.


 






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Section 4.2           Authorization;
Enforceability. The Borrower has taken, or on the Closing Date will have taken, all necessary corporate action to execute, deliver
and perform each of the Credit Documents to which it is or will be a party, and has, or on the Closing Date (or any later date of execution
and delivery) will have, validly executed and delivered each of the Credit Documents to which it is or will be a party. This Agreement
constitutes, and each of the other Credit Documents upon execution and delivery will constitute, the legal, valid and binding obligation
of the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles
of good faith and fair dealing.


 


Section 4.3            No
Violation. The execution, delivery and performance by the Borrower of this Agreement and each of the other Credit Documents to which
it is or will be a party, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of
its articles or certificate of incorporation or bylaws or contravene any other material Requirements of Law applicable to it, (ii) conflict
with, result in a breach of or constitute (with notice, lapse of time or both) a default under any Material Contract to which it is a
party, by which it or any of its properties is bound or to which it is subject, (iii) result in a revocation, suspension, termination,
impairment, probation, limitation, non-renewal, forfeiture, declaration of ineligibility, loss of status of, or loss of any other rights
with respect to, any Licenses applicable to the business, operations or properties of the Borrower and its Subsidiaries, or (iv) result
in or require the creation or imposition of any Lien upon any of its properties or assets.


 


Section 4.4            Governmental
and Third-Party Authorization; Permits.


 


(a)            No
consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person
is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower of
this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof
or thereof, other than consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or
obtained and that are (or on the Closing Date will be) in full force and effect.


 


(b)            The
Borrower and each of its Significant Subsidiaries has all governmental approvals, Licenses, permits and authorizations necessary to conduct
its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would
not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.


 


Section 4.5            Litigation.
In the ordinary course of conducting business, the Borrower and its Subsidiaries are named as defendants in various actions, investigations,
suits or legal proceedings. Although the ultimate outcome of such actions, investigations, suits or legal proceedings is not presently
determinable, the Borrower reasonably believes that the total aggregate amount that it will ultimately have to pay, if all such actions,
investigations, suits or legal proceedings were adversely determined, will not have a Material Adverse Effect.


 






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Section 4.6            Taxes.
The Borrower and each of its Subsidiaries has timely filed all federal tax returns and material state, local and other tax returns required
to be filed by it and has paid all taxes, assessments, fees and other charges levied upon it or upon its properties that are shown thereon
as due and payable, in each case other than those that are being contested in good faith and by proper proceedings and for which adequate
reserves have been established in accordance with GAAP. Such returns accurately reflect in all material respects all liability for material
taxes of the Borrower and each of its Subsidiaries for the periods covered thereby.


 


Section 4.7            Subsidiaries.
Schedule 4.7 sets forth a list, as of the Closing Date, of all of the Subsidiaries of the Borrower and, as to each such Subsidiary,
the percentage ownership (direct and indirect) of the Borrower and each direct owner thereof. Except for the ownership interests expressly
indicated on Schedule 4.7, as of the Closing Date, there are no ownership interests, warrants, rights, options or other equity
securities, or other Capital Stock of any Subsidiary of the Borrower outstanding or reserved for any purpose. All outstanding ownership
interests of each Subsidiary of the Borrower are duly and validly issued, fully paid and nonassessable.


 


Section 4.8            Full
Disclosure.


 


(a)            All
factual information heretofore or contemporaneously furnished to the Administrative Agent or any Lender in writing by or on behalf of
the Borrower or any of its Subsidiaries for purposes of or in connection with this Agreement and the transactions contemplated hereby
is, and all other such factual information hereafter furnished to the Administrative Agent or any Lender in writing by or on behalf of
the Borrower or any of its Subsidiaries will be, true and accurate in all material respects on the date as of which such information is
dated or certified (or, if such information has been amended or supplemented, on the date as of which any such amendment or supplement
is dated or certified) and not made incomplete by omitting to state a material fact necessary to make the statements contained therein,
in light of the circumstances under which such information was provided, not misleading.


 


(b)            As
of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.


 


Section 4.9            Margin
Regulations. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of the Loans will be used, directly
or indirectly, to purchase or carry any Margin Stock, to extend credit for such purpose or for any other purpose in a manner that would
violate or be inconsistent with Regulations T, U or X or any provision of the Exchange Act.


 


Section 4.10          No
Material Adverse Change. There has been no Material Adverse Change since December 31, 2021, and there exists no event, condition
or state of facts that is reasonably likely to result in a Material Adverse Change.


 


Section 4.11          Financial
Matters.


 


(a)            The
Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets
of the Borrower and its Subsidiaries as of December 31, 2020 and 2021, and the related statements of income, cash flows and stockholders’
equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance
sheet of the Borrower and its Subsidiaries as of September 30, 2022, and the related statements of income, cash flows and stockholders’
equity for the nine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect
to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly
in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates
thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except
as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements
previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously
delivered by the Borrower to the Administrative Agent, there were, as of the date of the most recent financial statements described in
the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material
liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent
or otherwise and whether or not due) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect,
and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in
the aggregate, are reasonably likely to have a Material Adverse Effect.


 






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(b)            The
Borrower, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on
its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern
basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured
and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that
can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur
debts or liabilities beyond its ability to pay such debts and liabilities as they mature.


 


Section 4.12          Ownership
of Properties. Each of the Borrower and its Subsidiaries (i) has good and marketable title to all real property owned by it,
(ii) holds interests as lessee under valid leases in full force and effect with respect to all material leased real and personal
property used in connection with its business, (iii) possesses or has rights to use licenses, patents, copyrights, trademarks, service
marks, trade names and other assets sufficient to enable it to continue to conduct its business substantially as heretofore conducted
and without any material conflict with the rights of others, and (iv) has good title to all of its other properties and assets, in
each case under (i), (ii), (iii) and (iv) above free and clear of all Liens other than Permitted Liens.


 


Section 4.13          ERISA.


 


(a)            Except
as would not result in a material liability to the Borrower, each of the Borrower and its ERISA Affiliates is in compliance in all material
respects with the applicable provisions of ERISA with respect to each Plan, and each Plan is and has been administered in compliance in
all material respects with all applicable Requirements of Law, including, without limitation, the applicable provisions of ERISA and the
Internal Revenue Code. No ERISA Event giving rise to any material liabilities to the Borrower or any of its ERISA Affiliates (i) has
occurred and is continuing, or (ii) to the knowledge of the Borrower, is reasonably expected to occur with respect to any Plan. Except
as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has engaged in
a transaction that is subject to Section 4069 or 4212(c) of ERISA. As of the Closing Date, no Plan is in “at-risk”
status under Section 430(i)(4) of the Internal Revenue Code or Section 303(i)(4) of ERISA.


 






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(b)            Neither
the Borrower nor any ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan with respect to which any material
liability remains unpaid, and neither the Borrower nor any ERISA Affiliate would become subject to any material liability under ERISA
if the Borrower or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the most recent valuation date.
No Multiemployer Plan is “insolvent” within the meaning of such terms under ERISA Section 4245.


 


Section 4.14          Environmental
Matters.


 


(a)            Except
as set forth on Schedule 4.14(a), no Hazardous Substances are or have been generated, used, located, released, treated, disposed
of or stored by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, by any other Person (including any predecessor
in interest) or otherwise, in, on or under any portion of any real property, leased or owned, of the Borrower or any of its Subsidiaries,
except in material compliance with all applicable Environmental Laws, and no portion of any such real property or, to the knowledge of
the Borrower, any other real property at any time leased, owned or operated by the Borrower or any of its Subsidiaries has been contaminated
by any Hazardous Substance; and no portion of any real property, leased or owned, of the Borrower or any of its Subsidiaries has been
or is presently the subject of an environmental audit, assessment or remedial action.


 


(b)            No
portion of any real property, leased or owned, of the Borrower or any of its Subsidiaries has been used by the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, by any other Person, as or for a mine, a landfill, a dump or other disposal facility,
a gasoline service station, or (other than for petroleum substances stored in the ordinary course of business) a petroleum products storage
facility; no portion of such real property or any other real property at any time leased, owned or operated by the Borrower or any of
its Subsidiaries has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “CERCLIS List”
(or any similar federal, state or local list) of sites subject to possible environmental problems; and, except as set forth on Schedule
4.14(b), there are not and, to the knowledge of the Borrower has never been, any underground storage tanks situated on any real property,
leased or owned, of the Borrower or any of its Subsidiaries.


 


(c)            All
activities and operations of the Borrower and its Subsidiaries are in compliance with the requirements of all applicable Environmental
Laws, except to the extent the failure to so comply, individually or in the aggregate, would not be reasonably likely to have a Material
Adverse Effect. The Borrower and each of its Subsidiaries have obtained all licenses and permits under Environmental Laws necessary to
their respective operations and the Borrower and each of its Subsidiaries are in compliance with all terms and conditions of such licenses
and permits, except for such licenses and permits the failure to obtain, maintain or comply with which would not be reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is involved in any
suit, action or proceeding, or has received any notice, complaint or other request for information from any Governmental Authority or
other Person, with respect to any actual or alleged Environmental Claims that, if adversely determined, would be reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect; and, to the knowledge of the Borrower, there are no threatened actions, suits,
proceedings or investigations with respect to any such Environmental Claims, nor any basis therefor.


 






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Section 4.15          Compliance
With Laws. Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required
to be filed by it under all applicable Requirements of Law with any Governmental Authority and Insurance Regulatory Authority, as the
case may be, has retained all material records and documents required to be retained by it under all applicable Requirements of Law, and
is otherwise in compliance with all applicable Requirements of Law in respect of the conduct of its business and the ownership and operation
of its properties, except for such Requirements of Law the failure to comply with which, individually or in the aggregate, is not reasonably
likely to have a Material Adverse Effect.


 


Section 4.16          Investment
Company Act. Neither the Borrower nor any of its Subsidiaries is required to be registered as an “investment company”
within the meaning of the Investment Company Act of 1940.


 


Section 4.17          Insurance.
The assets, properties and business of the Borrower and its Subsidiaries are insured against such hazards and liabilities, under such
coverages and in such amounts (after giving effect to any self-insurance compatible with the following standards), as are customarily
maintained by prudent companies similarly situated and under policies issued by insurers of recognized responsibility.


 


Section 4.18          Material
Contracts. Schedule 4.18 lists, as of the Closing Date, each “material contract” (within the meaning of Item 601(b)(10) of
Regulation S-K under the Exchange Act) (other than this Agreement) to which the Borrower or any of its Subsidiaries is a party, by which
any of them or their respective properties is bound or to which any of them is subject (collectively, “Material Contracts”),
and also indicates the parties thereto and date thereof. As of the Closing Date, (i) assuming the due authorization, execution and
delivery by the other parties thereto, each Material Contract is in full force and effect and is enforceable by the Borrower or the applicable
Subsidiary in accordance with its terms against the other parties thereto except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles
of good faith and fair dealing, and (ii) neither the Borrower nor any of its Subsidiaries (nor, to the knowledge of the Borrower,
any other party thereto) is in material breach of or default under any Material Contract in any material respect or has given notice of
termination or cancellation of any Material Contract.


 


Section 4.19          Reinsurance
Agreements. Each Reinsurance Agreement is in full force and effect; none of the Insurance Subsidiaries and no other party thereto,
is in breach of or default under any such contract, other than breaches and defaults that involve immaterial amounts or are being contested
in good faith and by proper proceedings; and the Borrower has no reason to believe that the financial condition of any other party to
any such contract is impaired such that a default thereunder by such party could reasonably be anticipated. Each Reinsurance Agreement
is qualified under all applicable Requirements of Law to receive the statutory credit assigned to such Reinsurance Agreement in the relevant
Annual Statement or Quarterly Statement at the time prepared, except where the failure to receive such statutory credit is not reasonably
likely to have a Material Adverse Effect. There are no assumption reinsurance contracts or arrangements entered into by any Insurance
Subsidiary in which an Insurance Subsidiary has ceded risk to any other Person which are material, individually or in the aggregate, to
the Borrower or its Subsidiaries, taken as a whole.


 






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Section 4.20          Anti-Corruption
Laws and Sanctions. None of (i) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their
respective directors, officers, employees or affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of
the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,
(A) is a Sanctioned Person or currently the subject or target of any Sanctions or (B) has taken any action, directly or indirectly,
that would result in a violation by such Persons of any Anti-Corruption Laws in any material respect.


 


Section 4.21          Plan
Asset Regulations. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within
the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under
this Agreement, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Internal Revenue Code.


 


ARTICLE V


 


AFFIRMATIVE
COVENANTS


 


The Borrower covenants and
agrees that, until the termination of the Commitments and the payment in full of all principal and interest with respect to the Loans
together with all other fees, reasonable expenses and other amounts then due and owing hereunder:


 


Section 5.1            Financial
Statements. The Borrower will deliver to the Administrative Agent and the Administrative Agent shall promptly deliver to each Lender:


 


(a)            As
soon as available and in any event within the earlier of ten (10) days after filing with the SEC and fifty-five (55) days after the
end of each of the first three fiscal quarters of each fiscal year, beginning with the first fiscal quarter ending after the date hereof,
unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and unaudited consolidated
statements of income, cash flows and stockholders’ equity for the Borrower and its Subsidiaries for the fiscal quarter then ended
and for that portion of the fiscal year then ended, in each case setting forth comparative consolidated figures as of the end of and for
the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP (subject to the absence
of notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent with that of the preceding quarter
or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting
principles and practices during such quarter; and


 






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(b)            As
soon as available and in any event within the earlier of ten (10) days after filing with the SEC and one hundred (100) days after
the end of each fiscal year, beginning with the fiscal year ending December 31, 2022, an audited consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such fiscal year and audited consolidated statements of income, cash flows and stockholders’
equity for the Borrower and its Subsidiaries for the fiscal year then ended, including the notes thereto, in each case setting forth comparative
figures as of the end of and for the preceding fiscal year, all in reasonable detail and certified by the independent certified public
accounting firm regularly retained by the Borrower or another independent certified public accounting firm of recognized national standing
reasonably acceptable to the Administrative Agent, together with (y) a report thereon by such accountants that is not qualified as
to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition
and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated in accordance with GAAP applied
on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of
operations of any change in the application of accounting principles and practices during such year, and (z) a report by such accountants
to the effect that, based on and in connection with their examination of the financial statements of the Borrower and its Subsidiaries,
nothing came to their attention that caused them to believe that the Borrower failed to comply with the covenants set forth in Article VI
insofar as such covenants relate to accounting matters; provided, however, that such accountants shall not be liable
by reason of the failure to obtain knowledge of any failure to comply with such covenants that would not be disclosed or revealed in the
course of their audit examination.


 


(c)            The
Borrower shall have satisfied any requirement to deliver a financial statement or other document under Section 5.1(a), 5.1(b) or
5.2(b) if the Borrower emails a link to an SEC filing made by the Borrower containing such financial statement or other document
to the Administrative Agent at an email address designated by the Administrative Agent.


 


Section 5.2            Other
Business and Financial Information. The Borrower will deliver, or cause to be delivered, to the Administrative Agent and the Administrative
Agent shall promptly deliver to each Lender:


 


(a)            Concurrently
with each delivery of the financial statements described in Section 5.1, a Compliance Certificate in substantially the form
of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial
Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth
in Sections 6.1 through 6.3 as of the last day of the period covered by such financial statements;


 


(b)            Promptly
upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the
Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration
statements and prospectuses (other than on Form S-8) that the Borrower shall render to or file with the SEC, the National Association
of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available
generally by the Borrower to the public concerning material developments in the business of the Borrower;


 






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(c)            Promptly
upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof,
written notice of any of the following:


 


(i)             the
occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the
nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to
take with respect thereto;


 


(ii)            the
institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its
Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations
or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect,
and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);


 


(iii)           the
receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Insurance Regulatory Authority of (y) any written
notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which
is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or that threatens the taking of any action against
the Borrower or any of its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely
to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure
to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation
or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;


 


(iv)           the
occurrence of any ERISA Event which has resulted in or could reasonably be expected to result in material liability to the Borrower or
any of its Subsidiaries, together with (x) a written statement of a Responsible Officer of the Borrower, specifying the details of
such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with
respect to such ERISA Event that is required to be filed by the Borrower or any ERISA Affiliate, as applicable, with the PBGC and (z) a
copy of any notice delivered by the PBGC to the Borrower or its ERISA Affiliate, as the case may be, with respect to such ERISA Event;


 


(v)            the
occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract, where such
default or the termination or cancellation thereof is reasonably likely to have a Material Adverse Effect;


 


(vi)           the
occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Borrower or any of its
Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries
of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the
Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge
of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in
each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse
Effect; and


 






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(vii)          any
other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of
a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the Borrower has taken
and proposes to take with respect thereto;


 


(d)            Promptly,
notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether
entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment
or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries
of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which
it is a ceding party which would be reasonably likely to have a Material Adverse Effect;


 


(e)            As
promptly as reasonably possible, such other information about the business, financial condition, operations or properties of the Borrower
or any of its Subsidiaries as the Administrative Agent, at the request of any Lender, may from time to time reasonably request;


 


(f)            Promptly
following any request therefor, 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 the PATRIOT
Act and the Beneficial Ownership Regulation; and


 


(g)            any
change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to
the list of beneficial owners identified in such certification.


 


Section 5.3             Existence;
Franchises; Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain and preserve
in full force and effect their respective organizational or corporate existence, except as expressly permitted otherwise by Section 7.1,
(ii) obtain, maintain and preserve in full force and effect all other rights, Licenses, franchises, permits, certifications, approvals,
authorizations required by Governmental Authorities or the Insurance Regulatory Authority, as the case may be, and necessary to the ownership,
occupation or use of their respective properties or the conduct of their respective business, except to the extent the failure to do so
would not be reasonably likely to have a Material Adverse Effect, and (iii) keep all material properties in good working order and
condition (normal wear and tear excepted) and from time to time make all necessary repairs to and renewals and replacements of such properties,
except to the extent that any of such properties are obsolete or are being replaced or where the failure to so comply with this clause
(iii) is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.


 






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Section 5.4             Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply in all respects with all Requirements of Law applicable
in respect of the conduct of their respective business and the ownership and operation of their respective properties, except to the extent
the failure so to comply would not be reasonably likely to have a Material Adverse Effect.


 


Section 5.5             Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, (i) pay all liabilities and obligations as and
when due (subject to any applicable subordination provisions), except to the extent failure to do so would not be reasonably likely to
have a Material Adverse Effect, and (ii) pay and discharge all taxes, assessments and governmental charges or levies imposed upon
them, upon their respective income or profits or upon any of their respective properties, prior to the date on which penalties would attach
thereto, and all lawful claims that, if unpaid, might become a Lien upon any of the properties of the Borrower; provided, however,
that neither the Borrower nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is
being contested in good faith and by proper proceedings and as to which the Borrower or such Subsidiary is maintaining adequate reserves
with respect thereto in accordance with GAAP or SAP, as the case may be.


 


Section 5.6             Insurance.
The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies insurance
with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts (after giving
effect to any self-insurance compatible with the following standards), as is customarily maintained by companies in the same or similar
businesses similarly situated.


 


Section 5.7             Maintenance
of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books,
accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to their respective
business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP or SAP,
as the case may be, and in compliance in all material respects with the requirements of any Governmental Authority having jurisdiction
over them, and (ii) subject to Section 10.11, permit employees or agents of the Administrative Agent or any Lender to
inspect their respective properties and examine or audit their respective books and records and make copies and abstracts of them, and
to discuss their respective affairs, finances and accounts with their respective officers and employees and the independent public accountants
of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs
of the Borrower and its Subsidiaries), all at such times and from time to time, upon at least five (5) Business Days’ advance
notice to the Borrower and during regular business hours; provided that (i) if an Event of Default has occurred and is continuing,
advance notice to the Borrower is only required to be given by 12:00 p.m. the day preceding such intended inspection, (ii) the
Lenders shall coordinate the exercise of their visitation and inspection rights under this Section 5.7 through the Administrative
Agent, and (iii) unless an Event of Default has occurred and is continuing, the Lenders shall limit the exercise of visitation and
inspection rights to one time per calendar year at the Borrower’s expense and any additional visitations and inspections shall be
at such Lender’s expense; provided that if no Loans are outstanding all such visitations and inspections shall be at such Lender’s
expense.


 


Section 5.8             Investments
and Permitted Acquisitions.


 


(a)            The
Borrower may from time to time on or after the Closing Date make Investments which are not prohibited by Section 7.5.


 






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(b)            Subject
to the requirements contained in the definition of Permitted Acquisition, and subject to the other terms and conditions of this Agreement,
the Borrower may from time to time on or after the Closing Date effect Permitted Acquisitions; provided that with respect to each
Permitted Acquisition no Default or Event of Default shall have occurred and be continuing at the time of the consummation of such Permitted
Acquisition or would exist immediately after giving effect thereto.


 


Section 5.9              Internal
Control Event. Promptly upon any Responsible Officer of the Borrower obtaining knowledge of the occurrence of any Internal Control
Event, the Borrower shall provide to the Administrative Agent written notice of the occurrence of such Internal Control Event, together
with a written statement of a Responsible Officer of the Borrower specifying the nature of such Internal Control Event, and the action
that the Borrower has taken and proposes to take with respect thereto, and the Borrower shall diligently take any and all such actions
to cure such Internal Control Event in a timely manner. The Administrative Agent shall promptly notify each Lender after receiving any
such notice from the Borrower.


 


Section 5.10            Further
Assurances. The Borrower will, and will cause each of its Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments,
modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents and to effect, confirm
or further assure or protect and preserve the interests, rights and remedies of the Administrative Agent and the Lenders under this Agreement
and the other Credit Documents.


 


Section 5.11            Compliance
with Anti-Corruption Laws and Sanctions. The Borrower will maintain in effect and enforce policies and procedures designed to promote,
achieve and ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions.


 


ARTICLE VI


 


FINANCIAL
COVENANTS


 


The Borrower covenants and
agrees that, until the termination of the Commitments and the payment in full of all principal and interest with respect to the Loans
together with all other fees, reasonable expenses and other amounts then due and owing hereunder:


 


Section 6.1             Minimum
Consolidated Net Worth. Consolidated Net Worth shall be at all times an amount not less than the sum of (i) $1,919,153,600, plus
(ii) 50% of Consolidated Net Income for each fiscal quarter (beginning with the first fiscal quarter ending after the Closing Date)
for which Consolidated Net Income (measured at the end of each such fiscal quarter) is a positive amount plus (iii) 50% of
the aggregate increases in shareholders’ equity of the Borrower by reason of the issuance or sale of Capital Stock of the Borrower
or any Subsidiary or other capital contributions realized or received after the Closing Date.


 






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Section 6.2             Maximum
Consolidated Debt to Total Capitalization. The ratio of Consolidated Indebtedness to Consolidated Total Capital shall not be greater
than 0.35 to 1.0 at any time.


 


ARTICLE VII


 


NEGATIVE
COVENANTS


 


The Borrower covenants and
agrees that, until the termination of the Commitments and the payment in full of all principal and interest with respect to the Loans
together with all other fees, expenses and other amounts then due and owing hereunder:


 


Section 7.1             Merger;
Consolidation; Dissolution. The Borrower will not, and will not permit or cause any of its Significant Subsidiaries to, without the
written consent of the Required Lenders, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination;
provided, however, that:


 


(i)             the
Borrower may merge or consolidate with another Person so long as (x) the Borrower is the surviving entity, (y) unless such other
Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, the applicable conditions and requirements of Section 5.8
shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist;


 


(ii)            any
Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary, (y) unless
such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, the applicable conditions and requirements
of Section 5.8 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would
exist; and


 


(iii)           any
Subsidiary may liquidate, wind-up or dissolve so long as all of the assets of such Subsidiary are transferred to the Borrower or a Subsidiary.


 


Section 7.2             Indebtedness.
The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the written consent of the Required Lenders, create,
incur, assume or suffer to exist any Indebtedness other than:


 


(i)             Indebtedness
incurred under this Agreement and the Notes;


 


(ii)            Indebtedness
incurred in connection with Hybrid Equity Securities;


 


(iii)           accrued
expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities
arising in the ordinary course of business and not incurred through the borrowing of money; provided that the same shall be paid
when due except to the extent being contested in good faith and by appropriate proceedings;


 


(iv)           loans
and advances (A) by the Borrower or any Subsidiary to any other Subsidiary or (B) by any Subsidiary to the Borrower in an aggregate
amount not to exceed ten percent (10%) of such Subsidiary’s admitted assets for the immediately preceding calendar year (as reflected
on the Annual Statement of such Subsidiary);


 






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(v)           Indebtedness
in respect of Capital Lease Obligations and purchase money obligations of the Borrower and its Subsidiaries incurred solely to
finance the payment of all or part of the purchase price of any equipment, real property or other fixed assets acquired in the
ordinary course of business, and any renewals, refinancings or replacements of any of the foregoing (subject to the limitations on
the principal amount thereof set forth in this clause (v)), which Indebtedness shall not exceed $100,000,000 in aggregate principal
amount outstanding at any time;


 


(vi)          Indebtedness
in connection with Permitted Liens;


 


(vii)         Indebtedness
existing on the Closing Date and described in Schedule 7.2 and extensions, renewals and replacements of any such Indebtedness that
do not increase the outstanding principal amount thereof or result in an earlier final maturity date;


 


(viii)        Indebtedness
of the Borrower or any Subsidiary in connection with securities lending arrangements with financial institutions in the ordinary course
of business;


 


(ix)           Indebtedness
of each Insurance Subsidiary that is a member of a Federal Home Loan Bank (each, a “FHLB Subsidiary”) incurred in connection
with loans from the Federal Home Loan Bank of which such FHLB Subsidiary is a member (the “FHLB Indebtedness”), in
each case pursuant to the terms of such membership; provided that the aggregate amount of FHLB Indebtedness incurred by each FHLB
Subsidiary shall not at any time exceed ten percent (10%) of such FHLB Subsidiary’s admitted assets for the immediately preceding
calendar year (as reflected on the Annual Statement of such FHLB Subsidiary);


 


(x)            Indebtedness
of the Borrower and Wantage Avenue Holding Company, Inc. (“WAHC”), in an aggregate amount not to exceed $40,000,000,
incurred in connection with the Borrower’s acquisition of WAHC from Selective Insurance Company of America; and


 


(xi)           other
Indebtedness incurred by the Borrower; provided that (A) immediately after giving effect to the incurrence thereof, the Borrower
shall be in compliance with the financial covenant contained in Section 6.2 and (B) at the time of incurrence thereof,
no Default or Event of Default shall have occurred and be continuing.


 


Section 7.3             Liens.
The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the written consent of the Required Lenders, directly
or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether
now owned or hereafter acquired, or file or authorize the filing of, or permit to remain in effect if known to Borrower, any financing
statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial
Code of any state or under any similar recording or notice statute, other than the following (collectively, “Permitted Liens”):


 


(i)            Liens
in existence on the Closing Date and set forth on Schedule 7.3;


 






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(ii)            Liens
imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, and other similar Liens incurred in the
ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or
that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance
with GAAP (if so required);


 


(iii)           Liens
(other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(i))
incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental
insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds,
leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course
of business;


 


(iv)           Liens
for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty
or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance
with GAAP (if so required);


 


(v)            Liens
securing the Indebtedness permitted under Section 7.2(v); provided that any such Lien (y) shall not exceed the
greater of (A) the fair market value of such property or (B) the cost thereof to the Borrower or such Subsidiary and (z) shall
not encumber any other property of the Borrower or any of its Subsidiaries;


 


(vi)           any
attachment or judgment Lien not constituting an Event of Default under Section 8.1(h) that is being contested in good
faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);


 


(vii)          Liens
arising from the filing, for notice purposes only, of financing statements in respect of true leases;


 


(viii)         Liens
on Borrower Margin Stock, to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower
and its Subsidiaries (including Borrower Margin Stock);


 


(ix)            Liens
in favor of the Federal Home Loan Banks securing the FHLB Indebtedness permitted under Section 7.2(ix);


 


(x)             Liens
on the Borrower’s corporate headquarters located at 40 Wantage Avenue, Branchville, New Jersey 07890 in favor of Selective Insurance
Company of America securing the Indebtedness permitted under Section 7.2(x);


 


(xi)            with
respect to any real property occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances
on title that do not materially impair the use of such property for its intended purposes; and


 






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(xii)         Liens
securing Indebtedness permitted under Section 7.2 other than Section 7.2(v), which Liens are not otherwise permitted
by the foregoing clauses of this Section 7.3; provided, that in no event shall the Liens permitted by this Section 7.3(xii) secure
Indebtedness in an aggregate principal amount in excess of $35,000,000.


 


Section 7.4             Disposition
of Assets. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the written consent of the Required
Lenders, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion
of its assets, business or properties (including, without limitation, any Capital Stock of any Subsidiary) or enter into any arrangement
with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by
the Borrower or such Subsidiary to such Person, except for:


 


(i)             sales
of inventory and licenses or leases of intellectual property and other assets, in each case in the ordinary course of business;


 


(ii)            the
sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or such equipment
is exchanged for, replacement equipment or (z) such equipment is no longer necessary for the operations of the Borrower or its applicable
Subsidiary in the ordinary course of business;


 


(iii)           the
sale by the Borrower and its Subsidiaries of (x) the capital stock or all or any portion of the assets, business or properties of
a Subsidiary that is not a Significant Subsidiary; and (y) any asset or group of assets of any Significant Subsidiary constituting
less than (A) in any single transaction or series of related transactions, fifteen percent (15%) of Consolidated Net Worth as of
the last day of the fiscal quarter ending on or immediately prior to the date of such sale, and (B) during the term of this Agreement,
in the aggregate with all such other sales pursuant to this Section 7.4(iii)(y), thirty percent (30%) of Consolidated Net
Worth as of the end of the immediately preceding fiscal quarter ending on or immediately prior to the date of such sale; provided,
in the case of any sale pursuant to this Section 7.4(iii) that immediately after giving effect thereto, no Default or
Event of Default would exist; and


 


(iv)           the
sale, lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to any of its Subsidiaries if, immediately
after giving effect thereto, no Default or Event of Default would exist.


 


Section 7.5             Investments
and Acquisitions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, without
the written consent of the Required Lenders, purchase, own, invest in or otherwise acquire any Capital Stock, evidence of indebtedness
or other obligation or security or any interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions
of credit to, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in
one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an
Acquisition), or create or acquire any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively,
 “Investments”), other than:


 


(i)             Investments
by the Borrower and its Subsidiaries to the extent permitted under applicable Requirements of Law and in compliance at all times with:
(x) all applicable insurance laws and regulations of any other relevant jurisdictions relating to investments by an Insurance Subsidiary
and (y) the limitations set forth in the Investment Policy;


 






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(ii)            any
Investment by the Borrower, provided (y) that during the term of this Agreement, any such Investment pursuant to this Section 7.5(ii) does
not exceed in the aggregate with all other Investments pursuant to this Section 7.5(ii) twenty-five percent (25%) of
Consolidated Net Worth as of the end of the immediately preceding fiscal quarter ending on or immediately prior to the date of any such
Investment, and (z) that immediately after giving effect thereto, no Default or Event of Default would exist; and


 


(iii)           Permitted
Acquisitions.


 


Section 7.6             Restricted
Payments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, declare or make
any dividend payment, or make any other distribution of cash, property or assets, in respect of any of its Capital Stock or any warrants,
rights or options to acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock
or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except that:


 


(i)             the
Borrower may declare and make dividend payments or other distributions payable solely in its common stock;


 


(ii)            the
Borrower may declare and pay cash dividends and distributions so long as immediately before the payment thereof, and after giving effect
to the payment thereto, no Default or Event of Default has occurred and is continuing;


 


(iii)           the
Borrower may repurchase or otherwise redeem for value any shares of its Capital Stock; provided that, after giving effect to any
such repurchase, no Default or Event of Default shall occur or be continuing;


 


(iv)           the
Borrower and its Subsidiaries may declare and pay dividends in respect of any Hybrid Equity Securities if, at the time of and after giving
effect to any such payment, no Default or Event of Default has occurred and is continuing; and


 


(v)            any
Subsidiary of the Borrower may declare and make dividend payments or other distributions to the Borrower or another Subsidiary of
the Borrower; provided that no dividend payment or other distribution may be made to any Subsidiary of the Borrower to the
extent such Subsidiary has any restriction or encumbrance on its ability to make any dividend payment or other distribution to the
Borrower.


 


Section 7.7             Transactions
with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including,
without limitation, any purchase, sale, lease or exchange of property or the rendering of any service) with any officer, director, stockholder
or other Affiliate of the Borrower or any Subsidiary, except if (i) the terms of the transaction are fair and reasonable, (ii) charges
or fees for services performed are reasonable, and (iii) expenses incurred and payment received are allocated in conformity with
customary insurance accounting practices consistently applied; provided, however, that nothing contained in this Section 7.7
shall prohibit transactions described on Schedule 7.7 or otherwise expressly permitted under this Agreement.


 






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Section 7.8             Lines
of Business. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the written consent of the Required
Lenders (which consent will not be unreasonably withheld or delayed), engage to any material extent in any business other than the business
of property and casualty insurance, and businesses and activities reasonably related thereto.


 


Section 7.9             Certain
Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, amend, modify or change any provision
of its articles or certificate of incorporation or bylaws, or the terms of any class or series of its Capital Stock, other than in a manner
that is not reasonably likely to adversely affect the Lenders in any material respect.


 


Section 7.10           Burdensome
Agreements. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create
or otherwise cause or suffer to exist or become effective any restriction or encumbrance on the ability of any Subsidiary of the Borrower
to make any dividend payments or other distributions in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any
other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to
the Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of the Credit
Documents or applicable Requirements of Law.


 


Section 7.11           Fiscal
Year. The Borrower will not, and will not permit or cause any of its Subsidiaries to, change the ending date of its fiscal year to
a date other than December 31.


 


Section 7.12           Accounting
Changes. The Borrower will not, and will not permit or cause any of its Subsidiaries to, make or permit any material change in its
accounting policies or reporting practices, except as may be required or permitted by GAAP or SAP, as the case may be.


 


ARTICLE VIII


 


EVENTS
OF DEFAULT


 


Section 8.1             Events
of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”:


 


(a)            The
Borrower shall fail to pay (i) any principal of any Loan when due, or (ii) any interest, any fee or any other Obligation on
any Loan within five (5) Business Days after any such amount becomes due in accordance with the terms hereof;


 


(b)            The
Borrower shall fail to observe, perform or comply with any condition, covenant or agreement contained in any of Sections 2.14,
5.1, 5.2, 5.3(i) or 5.8 or in Article VI or Article VII;


 






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(c)            The
Borrower or any of its Subsidiaries shall fail to observe, perform or comply with any condition, covenant or agreement contained in this
Agreement or any of the other Credit Documents other than those enumerated in Sections 8.1(a) and 8.1(b), and such
failure (i) is deemed by the terms of the relevant Credit Document to constitute an Event of Default or (ii) shall continue
unremedied for any grace period specifically applicable thereto or, if no such grace period is applicable, for a period of thirty (30)
days after the earlier of (y) the date on which a Responsible Officer of the Borrower acquires knowledge thereof and (z) the
date on which written notice thereof is delivered by the Administrative Agent or any Lender to the Borrower;


 


(d)            Any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in this Agreement, any of the
other Credit Documents or in any certificate, instrument, report or other document furnished in connection herewith or therewith or in
connection with the transactions contemplated hereby or thereby shall prove to have been false or misleading in any material respect as
of the time made, deemed made or furnished;


 


(e)            The
Borrower or any of its Subsidiaries shall (i) fail to pay when due (whether by scheduled maturity, acceleration or otherwise and
after giving effect to any applicable grace period) any principal of or interest on any Indebtedness (other than the Indebtedness incurred
pursuant to this Agreement) having an aggregate principal amount of at least $30,000,000, or (ii) fail to observe, perform or comply
with any condition, covenant or agreement contained in any agreement or instrument evidencing or relating to any such Indebtedness, or
any other event shall occur or condition exist in respect thereof, and the effect of such failure, event or condition is to cause, or
permit the holder or holders of such Indebtedness (or a trustee or agent on its or their behalf) to cause (with the giving of notice,
lapse of time, or both), the Indebtedness referred to in clause (i) to become due, or to be prepaid, redeemed, purchased or defeased,
prior to its stated maturity;


 


(f)            The
Borrower or any of its Subsidiaries shall (i) file a voluntary petition or commence a voluntary case seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts or any other relief under any Debtor Relief Law or the insurance laws
applicable to any Insurance Subsidiary, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner,
any petition or case of the type described in Section 8.1(g), (iii) apply for or consent to the appointment of or taking
possession by a custodian, trustee, receiver or similar official for or of itself or all or a substantial part of its properties or assets,
(iv) fail generally, or admit in writing its inability, to pay its debts generally as they become due, (v) make a general assignment
for the benefit of creditors or (vi) take any corporate action to authorize or approve any of the foregoing;


 


(g)            Any
involuntary petition or case shall be filed or commenced against the Borrower or any of its Subsidiaries seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver or similar official
for it or all or a substantial part of its properties or any other relief under any Debtor Relief Law or the insurance laws applicable
to any Insurance Subsidiary, and such petition or case shall continue undismissed and unstayed for a period of sixty (60) days; or an
order, judgment or decree approving or ordering any of the foregoing shall be entered in any such proceeding;


 






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(h)            Any
one or more money judgments, writs or warrants of attachment, executions or similar processes involving an aggregate amount (exclusive
of amounts fully bonded or covered by insurance as to which the surety or insurer, as the case may be, has acknowledged its liability
in writing) in excess of $30,000,000 shall be entered or filed against the Borrower or any of its Subsidiaries or any of their respective
properties and the same shall not be dismissed, stayed or discharged for a period of thirty (30) days or in any event later than five
days prior to the date of any proposed sale thereunder;


 


(i)             Any
ERISA Event or any other event or condition shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result thereof,
together with all other ERISA Events and other events or conditions then existing, the Borrower and the respective ERISA Affiliates have
incurred or would be reasonably likely to incur liability to any one or more Plans or Multiemployer Plans or to the PBGC (or to any combination
thereof) that has or would be reasonably likely to have a Material Adverse Effect;


 


(j)             Any
one or more Licenses, permits, accreditations or authorizations of the Borrower or any of its Subsidiaries shall be suspended, limited
or terminated or shall not be renewed, or any other action shall be taken, by any Governmental Authority in response to any alleged failure
by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law, and such action, individually or in
the aggregate, has or would be reasonably likely to have a Material Adverse Effect;


 


(k)            Any
material provision of any Credit 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 Obligations, ceases to be in full force and effect; or the Borrower or any of its
Affiliates contests in writing the validity or enforceability of any provision of any Credit Document; or the Borrower denies in writing
that it has any or further liability or obligation under any Credit Document, or purports in writing to revoke, terminate or rescind any
Credit Document; or


 


(l)             Any
of the following shall occur: (i) any Person or group of Persons acting in concert as a partnership or other group, shall, as a result
of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become, after the date hereof,
the “beneficial owner” (within the meaning of such term under Rule 13d-3 under the Exchange Act) of securities of the
Borrower representing 25% or more of the combined voting power of the then outstanding securities of the Borrower ordinarily (and apart
from rights accruing under special circumstances) having the right to vote in the election of directors; (ii) the board of directors
of the Borrower shall cease to consist of a majority of the individuals who constituted the board of directors as of the date hereof or
who shall have become a member thereof subsequent to the date hereof after having been nominated, or otherwise approved in writing, by
at least a majority of individuals who constituted the board of directors of the Borrower as of the date hereof (or their replacements
approved as herein required); or (iii) the Borrower shall cease to own, directly or indirectly, 100% of the issued and outstanding
Capital Stock of any of its Significant Subsidiaries and such Capital Stock shall be free and clear of all Liens.


 


Section 8.2             Remedies:
Termination of Commitment, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event
of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the
following actions at the same or different times:


 


(a)            Declare
the Commitment to be terminated, whereupon the same shall terminate (provided that, upon the occurrence of an Event of Default
pursuant to Sections 8.1(f) or 8.1(g), the Commitment shall automatically be terminated);


 






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(b)           Declare
all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so
declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement,
the Notes and the other Credit Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent
to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower; provided
that, upon the occurrence of an Event of Default pursuant to Sections 8.1(f) or 8.1(g), all of the outstanding principal
amount of the Loans and all other amounts described in this Section 8.2(b) shall automatically become immediately due
and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of
which are hereby knowingly and expressly waived by the Borrower); and


 


(c)            Exercise
all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.


 


Section 8.3             Remedies:
Set-Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and
at any time after the occurrence and during the continuance of any Event of Default, each Lender 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 any and
all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such
Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent
or unmatured or are owed to a branch or office of such Lender or any Affiliate thereof different from the branch or office holding such
deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 8.3 are
in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.
Notwithstanding the foregoing, this right of setoff shall not apply to any deposits (a) held by the Borrower or a Subsidiary as to
which deposits the Borrower or such Subsidiary is acting in a fiduciary or custodial capacity on behalf of others or (b) made by
the Borrower or a Subsidiary to the extent required for compliance with any requirement under any applicable insurance law or regulation.
Each Lender agrees to notify the Borrower 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. Notwithstanding the foregoing, neither
the Administrative Agent nor any Lender may setoff or apply any deposits, against any obligation of the Borrower now or hereafter existing
under this Agreement or any other Credit Document to such Lender by the Borrower or any Subsidiary, that are held by the Borrower or any
Subsidiary in a short-term money market fund of such Administrative Agent or Lender or any of their Affiliates, successors or assigns.


 






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ARTICLE IX


 


THE
ADMINISTRATIVE AGENT


 


Section 9.1             Appointment
and Authority. Each of the Lenders hereby irrevocably appoints Wells Fargo Bank, National Association to act on its behalf as the
Administrative Agent hereunder and under the other Credit 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 IX are solely for the benefit of the Administrative
Agent and the Lenders, and neither the Borrower nor any of its Subsidiaries shall have rights as a third party beneficiary of any of such
provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other
Credit Document with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations
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.


 


Section 9.2             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, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower 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.


 


Section 9.3             Exculpatory
Provisions.


 


(a)            The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents,
and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


(i)             shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;


 


(ii)            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 Credit 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 Credit 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 Credit 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; and


 






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(iii)           shall
not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any Affiliate thereof that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b)            The
Administrative Agent shall not be liable for any action taken or not taken by it in good faith (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 10.5 and 8.2) 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 or Event of Default unless and until notice describing
such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.


 


(c)            The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Credit 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 or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


Section 9.4             Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying in
good faith 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 in good faith 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 any Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel
for the Borrower), 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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Section 9.5             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 Credit 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 IX 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. As between the Administrative Agent and the Lenders, the Administrative
Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the
selection of such sub-agent.


 


Section 9.6             Resignation
of Administrative Agent.


 


(a)            The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed;
provided that no such consent shall be required at any time when a Default or Event of Default exists) to appoint a successor Administrative
Agent, which shall be a commercial bank that (i) is organized under the laws of the United States of America or any state thereof,
(ii) has combined capital and surplus of $500,000,000 and (iii) is “well capitalized” under the applicable bank
regulatory standard. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above and approved in advance
by the Borrower (such approval not to be unreasonably withheld or delayed); provided that if the Administrative Agent shall notify
the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective
in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of
the Lenders under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until
such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring 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 directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above
in this Section 9.6.


 


(b)            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) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged
therefrom as provided above in this Section 9.6). The fees payable by the Borrower to a successor Administrative Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article IX and Section 10.1
shall continue in effect for the benefit of such retiring 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 while the retiring Administrative Agent was acting as Administrative
Agent.


 






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Section 9.7             Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or 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 and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or 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 decisions in taking or not taking action under or
based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.


 


Section 9.8             No
Other Duties, etc. Anything herein to the contrary notwithstanding, the Arranger shall not have any powers, duties or responsibilities
under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.


 


Section 9.9             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 the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan 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 the
Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise (i) to file and prove
a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans 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 and the
Administrative Agent (including any claim for the reasonable and documented compensation, expenses, disbursements and advances of the
Lenders and the Administrative Agent and their respective agents, sub-agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.9 and 10.1) allowed in such judicial proceeding and (ii) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same. Any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments
to the Lenders, to pay to the Administrative Agent any amount due for the reasonable and documented compensation, expenses, disbursements
and advances of the Administrative Agent and its agents, sub-agents and counsel, and any other amounts due the Administrative Agent under
Sections 2.9 and 10.1.


 


Section 9.10           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 the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, 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) of one or more Benefit Plans in connection with the Loans, 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 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 Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans, 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 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 sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrower, that none of the Administrative Agent, or the Arranger or any of their respective Affiliates is a fiduciary with respect
to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Credit Document or any documents related hereto or thereto).


 






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(c)            The
Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide investment advice
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial
interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Loans, the Commitments, this Agreement and any other Credit Documents, (ii) may recognize a gain if it extended
the Loans, or the Commitments for an amount less than the amount being paid for an interest in the Loans, or the Commitments by such Lender
or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise,
including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees,
administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or
alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early
termination fees or fees similar to the foregoing.


 


Section 9.11             Erroneous
Payments.


 


(a)            Each
Lender and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall
be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its
Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the
Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted
to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any
Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount
than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or
any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied
by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in
error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts
specified in clauses (i) or (ii) of this Section 9.11(a), whether received as a payment, prepayment or repayment
of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then,
in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided
that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or
(ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives
any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value”
or any similar doctrine.


 


(b)            Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly notify the Administrative Agent in writing of such occurrence.


 






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(c)            In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand
from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment
on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount
of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received,
together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received
by such Payment Recipient to the date such amount is repaid to 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 from time to time
in effect.


 


(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate
of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then
at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such
Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments)
to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate
in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify)
(such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) plus any accrued
and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative
Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge
and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other
consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern
in the event of any conflict with the terms and conditions of Section 10.6 and (3) the Administrative Agent may reflect
such assignments in the Register without further consent or action by any other Person.


 


(e)            Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to
all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all
amounts at any time owing to such Payment Recipient under any Credit Document, or otherwise payable or distributable by the Administrative
Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 9.11
or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not
for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed
by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous
Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making a payment on the
Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of
any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case
may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.


 






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(f)            Each
party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent
or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Credit Document.


 


(g)            Nothing
in this Section 9.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any
Payment Recipient’s receipt of an Erroneous Payment.


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.1           Expenses;
Indemnity; Damage Waiver.


 


(a)            The
Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including
the reasonable documented or invoiced fees, charges and disbursements of counsel for the Administrative Agent), 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 Credit 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 out-of-pocket expenses incurred by the Administrative
Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection
with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents, including its rights
under this Section 10.1, and (iii) any civil penalty or fine assessed by OFAC against, and all costs and expenses (including
reasonable documented or invoiced counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent
or any Lender as a result of conduct of the Borrower that violates any Sanction enforced by OFAC.


 


(b)            The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Arranger and each Related Party of any
of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable documented or invoiced
fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by the Borrower or any of its Subsidiaries arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby
or thereby or (ii) 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 Borrower or any of its Subsidiaries, and regardless
of whether any Indemnitee is a party thereto; 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, (y) result
from a claim brought by the Borrower or any of its Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Credit Document if the Borrower or any of its Subsidiaries 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 Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger or the
Administrative Agent in their capacities as such). Notwithstanding the foregoing, amounts required to be paid by the Borrower under this
Section 10.1(b) shall not include any Taxes, other than any Taxes that represent losses, claims or damages arising solely
from any non-Tax claim.


 






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(c)            To
the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or Section 10.1(b) to
be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of the Administrative Agent, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s proportion
(based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; 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) 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) in connection
with such capacity. The obligations of the Lenders under this Section 10.1(c) are subject to the provisions of Section 2.3(a).


 


(d)            To
the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against the Administrative
Agent (and any sub-agent thereof), each Lender, the Arranger and each Related Party of any of the foregoing persons (each such person
being called a “Released Person”), 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 Credit Document
or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. No Released Person shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions
contemplated hereby or thereby unless the unintended recipient received such information through the gross negligence or willful misconduct
of such Released Person.


 


(e)            All
amounts due under this Section 10.1 shall be payable by the Borrower promptly upon demand therefor.


 


Section 10.2           Governing
Law; Submission to Jurisdiction; Waiver of Venue; Service of Process.


 


(a)            This
Agreement and the other Credit 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 Credit Document (except, as to any other Credit Document, as expressly
set forth therein) shall be governed by, and construed in accordance with, the law of the State of New York (including Sections 5-1401
and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).


 






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(b)            The
Borrower irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State
of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition
or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such 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 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
Credit Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Credit Document against the Borrower or its properties in the courts of any jurisdiction.


 


(c)            The
Borrower 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 Credit Document in any
court referred to in Section 10.2(b). 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)            Each
party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.4. Nothing in this
Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.


 


Section 10.3           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 CREDIT 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 CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10.3.


 






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Section 10.4           Notices;
Effectiveness; Electronic Communication.


 


(a)            Except
in the cases of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.4(b)),
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 as follows:


 


(i)             if
to the Borrower or the Administrative Agent, to it at the address (or facsimile number) specified for such person on Schedule 1.1;
and


 


(ii)            if
to any Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 delivered through electronic communications to the extent
provided in Section 10.4(b) shall be effective as provided in Section 10.4(b).


 


(b)            Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail 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 pursuant to Article II. The Administrative Agent or the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communication 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); provided that if such notice or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient,
and (ii) notices or other 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.


 


(c)            Any
party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto (except that each Lender need not give notice of any such change to the other Lenders in their capacities as such).


 


Section 10.5           Amendments,
Waivers, etc. No amendment, modification, waiver or discharge or termination of, or consent to any departure by the Borrower
from, any provision of this Agreement or any other Credit Document shall be effective unless in a writing signed by the Borrower and the
Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders), and then the same shall
be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such
amendment, modification, waiver, discharge, termination or consent shall:


 


(a)            unless
agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan, reduce the rate of or
forgive any interest thereon, except as set forth in Section 2.16 (provided that only the consent of the Required Lenders
shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder
(other than fees payable to the Administrative Agent or the Arranger for its own account), (ii) extend the scheduled date for the
payment of any principal of or interest on any Loan, the Termination Date or extend the time of payment of any fees hereunder (other than
fees payable to the Administrative Agent or the Arranger), or (iii) increase any Commitment of any such Lender over the amount thereof
in effect or extend the maturity thereof (it being understood that a waiver of any Default or Event of Default, if agreed to by the Required
Lenders, or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);


 






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(b)            unless
agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount
of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct
the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in the definition of
 “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Credit Documents requiring,
by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent,
or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Credit Document
requiring pro rata treatment of any Lenders, or this Section 10.5; and


 


(c)            unless
agreed to by the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective
rights or obligations of the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and provided
further that any fee letter may only be amended or modified, and any rights thereunder waived, in a writing signed by the parties
thereto.


 


Notwithstanding anything
to the contrary herein, (i) 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 without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall
require the consent of such Defaulting Lender, and (ii) if the Administrative Agent and the Borrower shall have jointly identified
(each in its sole discretion) an obvious error or omission of a technical or immaterial nature, in each case, in any provision of the
Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become
effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by
the Required Lenders within five Business Days following the delivery of such amendment to the Lenders.


 






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Notwithstanding the fact
that the consent of all Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender
sees fit on any bankruptcy reorganization plan that affects the Obligations, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersede the unanimous consent provisions set forth herein.


 


Section 10.6           Successors
and Assigns; Participations.


 


(a)            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 that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder 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 Eligible Assignee in accordance with the provisions of Section 10.6(b), (ii) by
way of participation in accordance with the provisions of Section 10.6(d) or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 10.6(e) (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 Section 10.6(d) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


(b)            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 (including
all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to
the following conditions:


 


(i)             (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
the assigning Lender 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 clause (A) above, 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 $1,000,000, in any case, treating assignments to two or more Approved Funds under common management as one assignment
for purposes of the minimum amounts, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);


 


(ii)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Commitment and/or Loans assigned;


 






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(iii)           no
consent shall be required for any assignment except to the extent required by clause (B) of Section 10.6(b)(i) and,
in addition


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (y) a Default or Event
of Default has occurred and is continuing at the time of such assignment or (x) such assignment is to a Lender, an Affiliate of a
Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
and


 


(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of the Commitment 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;


 


(iv)           the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500 for each assignment if the assignee is not a Lender (paid by the Lender or the assignee, except to the extent
set forth in Section 2.19(a)(i)), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire;


 


(v)            no
such assignment shall be made to the Borrower or any Affiliate or Subsidiary thereof; and


 


(vi)           no
such assignment shall be made to a natural person.


 


Subject to acceptance and recording thereof by
the Administrative Agent pursuant to Section 10.6(c), 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 2.16(a), 2.16(b), 2.17, and 10.1 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 such Lender’s having been a Defaulting Lender. If requested by or on behalf of the assignee,
the Borrower, at its own expense, will execute and deliver to the Administrative Agent a new Note or Notes to the order of the assignee
(and, if the assigning Lender has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender),
prepared in accordance with the applicable provisions of Section 2.4 as necessary to reflect, after giving effect to the assignment,
the Commitments and/or outstanding Loans, as the case may be, of the assignee and (to the extent of any retained interests) the assigning
Lender, in substantially the form of Exhibit A; provided that the original Note or Notes being replaced shall promptly
be returned to the Borrower for cancellation. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this Section 10.6(b) shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with Section 10.6(d).


 






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(c)            The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address for notices
referred to in Schedule 1.1 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitment of 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 Borrower, 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.
In addition, the Administrative Agent shall maintain on the Register information regarding the designation or revocation or designation
of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower, at any reasonable time and from
time to time upon reasonable prior notice.


 


(d)            Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any Affiliate or Subsidiary thereof) (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 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 Borrower,
the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and the other Credit Documents. 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 Section 10.5(a) and
clauses (i) and (ii) of Section 10.5(b) that affects such Participant. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.16(a), 2.16(b) and 2.17 (subject to the requirements and limitations
therein, including the requirements under Sections 2.17(g) and 2.17(h) (it being understood that the documentation
required under Sections 2.17(g) and 2.17(h) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such
Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under Section 10.6(b) and
(B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.17, with respect to any participation,
than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, at the Borrower’s
request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with
respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other Obligations under the Credit 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, or its other obligations under
any Credit Document) to any Person except to the extent that such disclosure is necessary to establish such Commitment, Loan, 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. 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)            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 Notes, 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)            Any
Lender or Participant may, in connection with any assignment, participation, pledge or proposed assignment, participation or pledge pursuant
to this Section 10.6, disclose to the Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant
or pledgee any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto; provided
that such Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee agrees in writing for the benefit
of the Borrower as a third-party beneficiary of such agreement to keep such information confidential to the same extent required of the
Lenders under Section 10.11.


 


Section 10.7           No
Waiver. The rights and remedies of the Administrative Agent and the Lenders expressly set forth in this Agreement and the other Credit
Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise.
No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof
or the exercise of any other right, power or privilege or be construed to be a waiver of any Default or Event of Default. No course of
dealing between the Borrower, the Administrative Agent or the Lenders or their agents or employees shall be effective to amend, modify
or discharge any provision of this Agreement or any other Credit Document or to constitute a waiver of any Default or Event of Default.
No notice to or demand upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the right of the Administrative Agent or any Lender to exercise any right or remedy or take
any other or further action in any circumstances without notice or demand.


 


Section 10.8           Survival.
All representations, warranties, covenants and agreements made by or on behalf of the Borrower in this Agreement and in the other Credit
Documents shall be considered to have been relied upon by the other parties hereto and survive the execution and delivery hereof or thereof
and repayment of all Loans, and shall continue in full force and effect as long as any Obligation hereunder shall remain unpaid or unsatisfied.
In addition, notwithstanding anything herein or under applicable law to the contrary, the provisions of this Agreement and the other Credit
Documents relating to indemnification or payment of costs and expenses, including, without limitation, the provisions of Sections 2.16(a),
2.16(b), 2.17, and 10.1 and Article X, shall survive the payment in full of all Loans, the termination
of the Commitments, and any termination of this Agreement or any of the other Credit Documents or any provision hereof or thereof.


 






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Section 10.9           Severability.
To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision
shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. Without limiting the foregoing
provisions of this Section 10.9, 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, then such provisions
shall be deemed to be in effect only to the extent not so limited.


 


Section 10.10         Construction.
The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for convenience
only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as otherwise expressly provided
herein and in the other Credit Documents, in the event of any inconsistency or conflict between any provision of this Agreement and any
provision of any of the other Credit Documents, the provision of this Agreement shall control.


 


Section 10.11         Confidentiality.
Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, advisors and other representatives (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 requested
by any regulatory authority with apparent authority to have jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law 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 Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement in writing containing provisions substantially the same as those of this Section 10.11,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its Obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section 10.11 or (y) becomes available to the Administrative
Agent, any Lender, or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its
Subsidiaries or Affiliates. Notwithstanding the foregoing, each of the Administrative Agent and the Lenders agree that they will not trade
the securities of the Borrower based upon non-public Information that is received by them. If the Administrative Agent or a Lender is
requested or required to disclose any Information under Sections 10.11(b) or 10.11(c), the Administrative Agent or
Lender, as applicable, will, to the extent allowed under applicable law, promptly notify the Borrower in writing of the terms and circumstances
surrounding the request so that the Borrower may seek a protective order or other appropriate remedy. The Administrative Agent or Lender,
as applicable, agrees not to oppose any action by the Borrower to obtain a protective order or other appropriate remedy. In the event
no such protective order or other remedy is obtained, the Administrative Agent or Lender, as applicable, will furnish only the portion
legally required. For purposes of this Section 10.11, “Information” means all information received from
the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other
than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure
by the Borrower or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section 10.11
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.


 






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Section 10.12         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and
the other Credit Documents 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 3.1,
this Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Administrative
Agent and the Borrower of written notification (including e-mail) of such execution and authorization of delivery thereof. Delivery of
an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.


 


Section 10.13         Electronic
Execution. The words “execute,” “execution,” “signed,” “signature,” “delivery”
and words of like import in or related to this Agreement, any other Credit Document or any document, amendment, approval, consent, waiver,
modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection
with this Agreement or any other Credit Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures
or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees
that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other
parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph
may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic
form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or
retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic
Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided
that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from
any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly
given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or
any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting
the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders
and the Borrower, electronic images of this Agreement or any other Credit Document (in each case, including with respect to any signature
pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument,
defense or right to contest the validity or enforceability of the Credit Documents based solely on the lack of paper original copies of
any Credit Documents, including with respect to any signature pages thereto.


 






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Section 10.14         No
Fiduciary Relationship Established By Credit Documents. The Borrower hereby acknowledges that neither the Administrative Agent nor
any Lender has any fiduciary relationship with or fiduciary duty to the Borrower or any of its Subsidiaries arising out of or in connection
with this Agreement or any of the other Credit Documents, and the relationship between the Administrative Agent and Lenders, on one hand,
and the Borrower and its Subsidiaries, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.


 


Section 10.15         Disclosure
of Information. The Borrower agrees and consents to the Administrative Agent’s and the Arranger’s disclosure of information
relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms
and other information customarily found in such publications.


 


Section 10.16         USA
Patriot Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record
information that identifies the Borrower or any of its Subsidiaries, which information includes the name and address of the Borrower and
its Subsidiaries and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower
and its Subsidiaries in accordance with the PATRIOT Act.


 


Section 10.17         Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and
Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)             a
reduction in full or in part or cancellation of any such liability;


 






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(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 Credit
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.


 


Section 10.18         Acknowledgement
Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee or otherwise, for Hedge
Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC,
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under
the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support
(with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States):


 


(a)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise
apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit
Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.


 


(b)            As
used in this Section 10.18, the following terms have the following meanings:


 


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


 


“Covered Entity” means
any of the following:


 


(i)             a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 






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(ii)            a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)           a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 


“QFC” has the meaning
assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date
first above written.


 


	 	Selective Insurance Group, Inc.
	 	 
	 	By:	/s/ Mark A. Wilcox
	 	Name:	Mark A. Wilcox
	 	Title:	Executive Vice President and Chief Financial Officer



 


(Signatures continue on following page)


 


Signature
Page to Credit Agreement


 






     


     


    

 


	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
	 	 
	 	By:	/s/ Michelle Huynh
	 	Name:	Michelle Huynh
	 	Title:	Director



 


Signature
Page to Credit Agreement


 






     


     


    




 


EXHIBIT A


 


Borrower’s Taxpayer Identification No. _____________


 


FORM OF NOTE


 


	$_______________	 	____________,2022


 


Charlotte, North Carolina


 


FOR
VALUE RECEIVED, SELECTIVE INSURANCE GROUP, INC., a New Jersey corporation (the “Borrower”),
hereby promises to pay to the order of                              (the
 “Lender”), at the offices of Wells Fargo Bank, National Association (the “Administrative Agent”)
located at 1100 Abernathy Road NE, 11th Floor, Suite 1140, Atlanta, GA 30328 (or at such other place or places as the Administrative
Agent may designate), at the times and in the manner provided in the Credit Agreement, dated as of November 7, 2022 (as amended,
modified, restated or supplemented from time to time, the “Credit Agreement”), among the Borrower, the Lenders from
time to time parties thereto and Wells Fargo Bank, National Association, as Administrative Agent, the principal sum of __________________________
DOLLARS ($___________), or such lesser amount as may constitute the unpaid principal amount of the Loans made by the Lender, under
the terms and conditions of this promissory note (this “Note”) and the Credit Agreement. The defined terms in the Credit
Agreement are used herein with the same meaning. The Borrower also promises to pay interest on the aggregate unpaid principal amount of
this Note at the rates applicable thereto from time to time as provided in the Credit Agreement.


 


This Note is one of a series
of Notes referred to in the Credit Agreement and is issued to evidence the Loans made by the Lender pursuant to the Credit Agreement.
All of the terms, conditions and covenants of the Credit Agreement are expressly made a part of this Note by reference in the same manner
and with the same effect as if set forth herein at length, and any holder of this Note is entitled to the benefits of and remedies provided
in the Credit Agreement and the other Credit Documents. Reference is made to the Credit Agreement for provisions relating to the interest
rate, maturity, payment, prepayment and acceleration of this Note.


 


In the event of an acceleration
of the maturity of this Note, this Note shall become immediately due and payable, without presentation, demand, protest or notice of any
kind, all of which are hereby waived by the Borrower.


 


In the event this Note is
not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs
of collection, including reasonable attorneys’ fees.


 


This Note shall be governed
by and construed in accordance with the internal laws and judicial decisions of the State of New York (including Sections 5-1401 and 5-1402
of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). The Borrower hereby submits
to the exclusive jurisdiction of the courts of the State of New York sitting in New York City and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, although the Lender shall not be limited to bringing an
action in such courts.





 



    	 	A-1	 



     


    


 


IN
WITNESS WHEREOF, the Borrower has caused this Note to be executed by its duly authorized corporate officer as of the day and
year first above written.


 


	 	SELECTIVE INSURANCE GROUP, INC.
	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 


 



    	 	A-2	 



     


     


EXHIBIT B-1


 


FORM OF NOTICE OF BORROWING


 


___________, 2022


 


Wells Fargo Bank, National Association,


as Administrative Agent


1525 West W.T. Harris Blvd.


Mail Code: D1109-019


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


Email:
Agencyservices.requests@wellsfargo.com


Cc: Michelle.Huynh@wellsfargo.com


 


Ladies and Gentlemen:


 


The undersigned, SELECTIVE
INSURANCE GROUP, INC. (the “Borrower”), refers to the Credit Agreement, dated as of November 7, 2022,
among the Borrower, certain Lenders from time to time parties thereto, and you, as Administrative Agent for the Lenders (as amended, modified,
restated or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as
therein defined), and, pursuant to Section 2.2(b) of the Credit Agreement, hereby gives you, as Administrative Agent,
irrevocable notice that the Borrower requests a Borrowing of Loans under the Credit Agreement, and to that end sets forth below the information
relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2(b) of the Credit
Agreement:


 


(i)            The
aggregate principal amount of the Proposed Borrowing is $_______________.1


 


(ii)           The
Loans comprising the Proposed Borrowing shall be initially made as [Base Rate Loans] [SOFR Loans].2


 


(iii)          [The
initial Interest Period for the SOFR Loans comprising the Proposed Borrowing shall be [one/three/six months].]3


 


(iv)          The
Proposed Borrowing is requested to be made on __________________ (the “Borrowing Date”).4





 


 




1 Amount of Proposed Borrowing must comply with Section
2.2(b) of the Credit Agreement.


 


2 Select the applicable Type of Loans.


 


3 Include this clause in the case of a Proposed Borrowing
comprised of SOFR Loans, and select the applicable Interest Period.


 


4 Shall be a Business Day, which may be the same Business
Day if this Notice of Borrowing is received prior to 12:00 p.m. (in the case of Base Rate Loans) or at least three U.S. Government Securities
Business Days after the date hereof (in the case of SOFR Loans).





 



    	 	B-1-1	 



     


     


The Borrower hereby certifies
that the following statements are true and correct on and as of the date hereof and will be true on and as of the Borrowing Date:





 


A.            Each
of the representations and warranties contained in Article IV of the Credit Agreement and in the other Credit Documents qualified
as to materiality is and will be true and correct, and each such representation and warranty not so qualified is and will be true and
correct in all material respects, in each case on and as of each such date, with the same effect as if made on and as of each such date,
both immediately before and after giving effect to the Proposed Borrowing (except to the extent any such representation or warranty is
expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all
material respects as of such date);


 


B.            No
Default or Event of Default has occurred and is continuing or would result from the Proposed Borrowing to be made on the Borrowing Date;
and


 


C.            After
giving effect to the Proposed Borrowing, the aggregate principal amount of all Loans outstanding will not exceed the Lenders’ aggregate
Commitments.





 


	 	Very truly yours,
	 	 
	 	SELECTIVE INSURANCE GROUP, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 



    	 	B-1-2	 



     


     


EXHIBIT B-2


 


FORM OF NOTICE OF CONVERSION/CONTINUATION


 


___________, 2022


 


Wells Fargo Bank, National Association,


as Administrative Agent


1525 West W.T. Harris Blvd.


Mail Code: D1109-019


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


Email:
Agencyservices.requests@wellsfargo.com


Cc: Michelle.Huynh@wellsfargo.com


 


Ladies and Gentlemen:


 


The undersigned, SELECTIVE
INSURANCE GROUP, INC. (the “Borrower”), refers to the Credit Agreement, dated as of November 7, 2022,
among the Borrower, certain Lenders from time to time parties thereto, and you, as Administrative Agent for the Lenders (as amended, modified,
restated or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as
therein defined), and, pursuant to Section 2.11(b) of the Credit Agreement, hereby gives you, as Administrative Agent,
irrevocable notice that the Borrower requests a [conversion] [continuation]1 of Loans under the Credit Agreement, and to that
end sets forth below the information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”)
as required by Section 2.11(b) of the Credit Agreement:


 


(i)            The
Proposed [Conversion] [Continuation] is requested to be made on _______________.2


 


(ii)           The
Proposed [Conversion] [Continuation] involves $____________3
in aggregate principal amount of Loans made pursuant to a Borrowing on ________________,4
which Loans are presently maintained as [Base Rate] [SOFR] Loans and are proposed hereby to be [converted into Base Rate
Loans] [converted into SOFR Loans] [continued as SOFR Loans].5


 


 




1 Insert “conversion” or “continuation”
throughout the notice, as applicable.


 


2 Shall be a Business Day at least one Business Day after
the date hereof (in the case of any conversion of SOFR Loans into Base Rate Loans) or at least three U.S. Government Securities Business
Days after the date hereof (in the case of any conversion of Base Rate Loans into, or continuation of, SOFR Loans), and additionally,
in the case of any conversion of SOFR Loans into Base Rate Loans, or continuation of SOFR Loans, shall be the last day of the Interest
Period applicable to such SOFR Loans.


 


3 Amount of Proposed Conversion or Continuation must comply
with Section 2.11(a) of the Credit Agreement.


 


4 Insert the applicable Borrowing Date for the Loans being
converted or continued.


 


5 Complete with the applicable bracketed language.





 



    	 	B-2-1	 



     


     


(iii)            [The
initial Interest Period for the Loans being [converted into] [continued as] SOFR Loans pursuant to the Proposed [Conversion] [Continuation]
shall be [one/three/six months].]6


 


The Borrower hereby certifies
that the following statement is true both on and as of the date hereof and on and as of the effective date of the Proposed [Conversion]
[Continuation]: no Default or Event of Default has or will have occurred and is continuing or would result from the Proposed [Conversion]
[Continuation].


 


 


	 	Very truly yours,
	 	 
	 	SELECTIVE INSURANCE GROUP, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 




6 Include this clause in the case of a Proposed Conversion
or Continuation involving a conversion of Base Rate Loans into, or continuation of, SOFR Loans, and select the applicable Interest Period.





 



    	 	B-2-2	 



     


     


EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 


THIS
COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to the Credit Agreement, dated as of November 7,
2022 (the “Credit Agreement”), among Selective Insurance Group, Inc., a New Jersey corporation (the “Borrower”),
the Lenders from time to time parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders. Capitalized
terms used herein without definition shall have the meanings given to such terms in the Credit Agreement.


 


The undersigned hereby certifies
that:


 


1.            He
is a duly elected Financial Officer of the Borrower1.


 


2.            Enclosed
with this Certificate are copies of the financial statements of the Borrower and its Subsidiaries as of _____________, and for the [________-month
period] [year] then ended, required to be delivered under Section [5.1(a)][5.1(b)] of the Credit Agreement. Such financial
statements have been prepared in accordance with GAAP [(subject to the absence of notes required by GAAP and subject to normal year-end
adjustments)]2 and present fairly in all material respects
the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the date indicated and the results of operation
of the Borrower and its Subsidiaries on a consolidated basis for the period covered thereby.


 


3.            The
undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under the supervision of the undersigned,
a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered
by such financial statements.


 


4.            The
examination described in paragraph 3 above did not disclose, and the undersigned has no knowledge of the existence of, any Default or
Event of Default during or at the end of the accounting period covered by such financial statements or as of the date of this Certificate.
[, except as set forth below.


 


Describe here or in a separate attachment any
exceptions to paragraph 4 above by listing, in reasonable detail, the nature of the Default or Event of Default, the period during which
it existed and the action that the Borrower has taken or proposes to take with respect thereto.]


 


5.            Attached
to this Certificate as Attachment A is a covenant compliance worksheet reflecting the computation of the financial covenants set
forth in Article VI of the Credit Agreement as of the last day of and for the period covered by the financial statements enclosed
herewith.


 


 




1 The certificate should be given by an officer of the entity
(Borrower) consistent with the level of consolidation reflected in the financial statements delivered at closing.


 


2 Insert in the case of quarterly financial statements.





 



    	 	C-1	 



     


     


IN
WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the _______ day of _____________, ____.


 


 


	 	SELECTIVE INSURANCE GROUP, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 



    	 	C-2	 



     


     


ATTACHMENT A


 


COVENANT COMPLIANCE WORKSHEET


 


A.            Minimum
Consolidated Net Worth





(Section 6.1 of the Credit Agreement)


 


	(1)	Base for calculating Consolidated Net Worth:	 	$1,919,153,600
	(2)	(a)   Consolidated Net Income for each fiscal quarter (if positive) beginning with the fiscal quarter ending after the Closing Date:	$____________	 
	 	
      (b)    Net
    income adjustment:

      Multiply Line 2(a) by
    50%
	 	$____________
	(3)	(a)   Aggregate increases in shareholders’ equity of the Borrower by reason of the issuance or sale of Capital Stock of the Borrower or any Subsidiary or other capital contributions realized or received after the Closing Date.	$____________	 
	 	
      (b)    Equity
    securities adjustment:

      Multiply Line 3(a) by
    50%
	 	$____________
	(4)	
    Minimum Consolidated Net Worth as of the date of determination:

    Add Lines 1, 2(b) and 3(b)
	 	$____________
	(5)	Consolidated shareholders’ equity of the Borrower and its Subsidiaries as of the date of determination, determined in accordance with GAAP, excluding accumulated other comprehensive income and excluding any Disqualified Capital Stock (except to the extent deducted in determining such consolidated shareholders’ equity)	 	$____________


 



    	 	C-3	 



     


     


B.            Maximum
Consolidated Debt to Total Capitalization








(Section 6.2 of the Credit Agreement)


 


	(1)	Indebtedness as of the date of determination, determined on a consolidated basis in accordance with GAAP:	 	 
	 	(a)       All indebtedness and obligations for borrowed money or in respect of loans or advances of any kind	$____________	 
	 	  (b)      All obligations evidenced by notes, bonds, debentures or similar instruments	$____________	 
	 	(c)       All reimbursement obligations with respect to surety bonds, letters of credit and bankers’ acceptances (in each case, whether or not drawn or matured and in the stated amount thereof)	$____________	 
	 	(d)       All obligations to pay the deferred purchase price of property or services (other than obligations with respect to undrawn capital commitments with respect to Borrower’s or any of its Subsidiaries’ limited partnership interest funds organized primarily for the purpose of making equity or debt investments in one or more portfolio companies)	$____________	 
	 	(e)       All indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired 	$____________	 
	 	(f)        All Capital Lease Obligations	$____________	 
	 	(g)       All Disqualified Capital Stock issued, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any (for purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Credit Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the board of directors or other governing body of the issuer of such Disqualified Capital Stock)	$____________	 





 



    	 	C-4	 



     


     


	 	(h)       The net termination obligations under any Hedge Agreements, calculated as of any date as if such agreement or arrangement were terminated as of such date	
     

    $____________
	 
	 	(i)        All Contingent Obligations 	$____________	 
	 	(j)        All indebtedness referred to in clauses (a) through (i) above secured by any Lien on any property or asset owned or held regardless of whether the indebtedness secured thereby shall have been assumed by the Borrower or is nonrecourse to the credit of the Borrower	$____________	 
	 	(k)       Total Indebtedness as of the date of determination:

Add Lines 1(a) through 1(j)	 	$____________
	(2)	Exclusions from Consolidated Indebtedness:	 	 
	 	(a)       Indebtedness in respect of undrawn letters of credit	$____________	 
	 	(b)       Surplus notes or intercompany loans issued for the benefit of any Insurance Subsidiary or the Borrower in the ordinary course of its business; provided that, notwithstanding the foregoing, FHLB Indebtedness shall be included in Consolidated Indebtedness	$____________	 
	 	(c)       Obligations of the Borrower or any of its Subsidiaries under any Hybrid Equity Securities to the extent that the total book value of such Hybrid Equity Securities does not exceed 15% of Consolidated Total Capital	$____________	 
	 	
     (d)       Aggregate
    Exclusions:

    Add Lines 2(a) through 2(c)
	 	($___________)
	(3)	
    Consolidated Indebtedness as of the date of determination:

    Subtract Line 2(d) from Line 1(k)
	 	$____________
	(4)	Consolidated Total Capital as of the date of determination:	 	 
	 	(a)       Consolidated Net Worth 	$____________	 
	 	(b)       Consolidated Indebtedness (but excluding any Hybrid Equity Securities)	
     

    $____________
	 
	 	(c)       Obligations of the Borrower and its Subsidiaries under any Hybrid Equity Securities	
     

    $____________
	 
	 	(d)        Consolidated Total Capital

Add Lines 4(a) through 4(c)	 	$____________





 



    	 	C-5	 



     


     


	(5)	Consolidated Indebtedness to Consolidated Total Capital:

Divide Line 3 by Line 4(d) 	 	  ____________
	(6)	Required ratio of Consolidated Indebtedness to Consolidated Total Capital  (Section 6.2 of the Credit Agreement)	 	0.35 : 1.0





 



    	 	C-6	 



     


    


 


EXHIBIT D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


THIS
ASSIGNMENT AND ASSUMPTION (this “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth
in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified
below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law,
all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known
or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or
the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.


 


	 	1.	Assignor:	______________________________


 


Assignor [is][is not] a Defaulting
Lender.


 


	 	2.	Assignee:	______________________________





[and is an Affiliate/Approved
Fund of [identify Lender]1]


 


	 	3.	Borrower:	Selective Insurance Group, Inc.


 


	 	4.	Administrative Agent: 	  Wells Fargo Bank, National Association, as the Administrative Agent under the Credit Agreement.





 


 




1 Select as applicable.





 



    	 	D-1	 



     


     


5.
           Credit Agreement: Credit Agreement, dated as
of November 7, 2022 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”),
among the Borrower, certain lenders from time to time parties thereto (the “Lenders”), and Wells Fargo Bank, National
Association, as Administrative Agent for the Lenders.


 


	 	6.	Assigned Interest:	 


 


	Aggregate Amount of

Commitment / 

Loans3	 	 	Amount of

Commitment /

Loan Assigned2	 	 	Percentage Assigned

of Commitment / 

Loan3	 
	$	 	 	 	$	 	 	 	 	 	%
	$	 	 	 	$	 	 	 	 	 	%
	$	 	 	 	$	 	 	 	 	 	%


 


[7.         Trade
Date:             ______________]4


 


8.          Effective
Date:       ______________ [TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


 




2 Amount to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the Effective Date.


 


3 Set forth, to at least 9 decimals, as a percentage of
the Commitment / Loans of all Lenders thereunder.


 


4 To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.


 



    	 	D-2	 



     


     


The terms set forth in this Assignment and Assumption are hereby agreed
to:





 


	 	ASSIGNOR:
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	ASSIGNEE:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Consented to and]5 Accepted:


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION,


as Administrative Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Consented to:]6


 


SELECTIVE INSURANCE GROUP, INC.


as Borrower


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 




5 To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.


 


6 To be added only if the consent of the Borrower is required
by the terms of the Credit Agreement.


 



    	 	D-3	 



     


     


ANNEX 1 to Assignment and Assumption


 


Credit Agreement, dated as of November 7,
2022, among Selective Insurance Group, Inc., as Borrower, certain Lenders from time to time parties thereto, and Wells Fargo Bank,
National Association, as Administrative Agent to the Lenders


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1            Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby,
(iv) it is [not] a Defaulting Lender, and (v) the assignment satisfies all applicable conditions of Section 10.6 of the
Credit Agreement; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in
or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Credit Document.


 


1.2.            Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents
as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant
to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached
to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including
without limitation the documentation described in Section 2.17 of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations
that by the terms of the Credit Documents are required to be performed by it as a Lender.





 



    	 	D-4	 



     


    


 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and
to the Assignee for amounts that have accrued from and after the Effective Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic
submission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the
New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).


 



    	 	D-5	 



     


     


EXHIBIT E


 


FORM OF LENDER JOINDER AGREEMENT


 


THIS
LENDER JOINDER AGREEMENT (this “Lender Joinder Agreement”) is made this ____ day of ___________, 20__, by
__________________, a _________________ (the “New Lender”). Reference is made to the Credit Agreement, dated as of
November 7, 2022, among Selective Insurance Group, Inc., a corporation organized under the laws of New Jersey (the “Borrower”),
the Lenders named therein and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”) (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”). Terms
defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.


 


The New Lender hereby agrees
as follows:


 


1.            Lender
Joinder Agreement. Subject to the terms and conditions hereof and of the Credit Agreement, the New Lender hereby agrees to become
a Lender under the Credit Agreement with a Commitment of _______________ Dollars ($__________). After giving effect to this Lender Joinder
Agreement, the New Lender’s Commitment and the Loans assigned to the New Lender will be as set forth in Item 4 of Annex I
attached hereto. The New Lender agrees that all references in the Credit Documents to “Lender” or “Lenders” include
the New Lender.


 


2.            New
Lender Representations. The New Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies
of the financial statements of the Borrower delivered to the Administrative Agent pursuant to the Credit Agreement and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Lender Joinder Agreement,
(ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent
on its behalf under the Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to or
required of the Administrative Agent by the terms thereof, together with such other powers as are reasonably incidental thereto, (iv) agrees
that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender, (v) specifies as its address for payments and notices the office set forth beneath its name on its signature
page hereto and (vi) agrees to furnish no later than the Effective Date (as defined below) any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, including without limitation the documentation described in Section 2.17
of the Credit Agreement, duly completed and executed by the New Lender.


 


3.            Effective
Date. Following the execution of this Lender Joinder Agreement by the New Lender, an executed original hereof, together with all attachments
hereto, shall be delivered to the Administrative Agent. The effective date of this Lender Joinder Agreement (the “Effective Date”)
shall be the date of execution hereof by the Borrower, the Administrative Agent and the New Lender. As of the Effective Date, the Lender
shall be a party to the Credit Agreement and, to the extent provided in this Lender Joinder Agreement, shall have the rights and obligations
of a Lender thereunder and under the other Credit Documents.


 



    	 	E-1	 



     


     


4.            Governing
Law. This Lender Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (including
Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).


 


5.            Entire
Agreement. This Lender Joinder Agreement, together with the Credit Agreement and the other Credit Documents, embodies the entire agreement
and understanding between the parties hereto and supersedes all prior agreements and understandings of the parties, verbal or written,
relating to the subject matter hereof. Except as expressly modified herein, the Credit Documents, as amended, are and remain in full force
and effect.


 


6.            Successors
and Assigns. This Lender Joinder Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their
successors and assigns.


 


7.            Counterparts.
This Lender Joinder Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which, when so executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument.
The words “execute,” “execution,” “signed,” “signature,” “delivery” and words
of like import in or related to this Lender Joinder Agreement, any other Credit Document or any document, amendment, approval, consent,
waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection
with this Lender Joinder Agreement or any other Credit Document or the transactions contemplated hereby shall be deemed to include Electronic
Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative
Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees
that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other
parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph
may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic
form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or
retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic
Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided
that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from
any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly
given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or
any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting
the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders
and the Borrower, electronic images of this Lender Joinder Agreement or any other Credit Document (in each case, including with respect
to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives
any argument, defense or right to contest the validity or enforceability of this Lender Joinder Agreement or any Credit Documents based
solely on the lack of paper original copies of this Lender Joinder Agreement or any Credit Documents, including with respect to any signature
pages thereto.


 


[signatures on following page]


 



    	 	E-2	 



     


     


IN
WITNESS WHEREOF, the parties have caused this Lender Joinder Agreement to be executed by their duly authorized officers as
of the date first above written.


 


 


	 	[Insert Name of New Lender]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Accepted this ___ day of


 


_____________, 20___:


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Administrative Agent


 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Consented and agreed to:


 


SELECTIVE INSURANCE GROUP, INC.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 



    	Signature Page to Joinder Agreement	E-3	 



     


     


ANNEX I


 


	1.	Borrower: Selective Insurance Group, Inc.


 


	2.	Name and Date of Credit Agreement:


 


Credit
Agreement, dated as of November 7, 2022, among Selective Insurance Group, Inc., certain Lenders from time to time parties
thereto, and Wells Fargo Bank, National Association, as Administrative Agent.


 


	3.	Date of Lender Joinder Agreement: ___________, 20___


 


	4.	Amounts:


 


	Aggregate Amount of

Commitment / 
Loans for all Lenders 

under Agreement	 	 	Amount of Commitment / 
Loans Assigned	 	 	Percentage Assigned of

Commitment /

Loans1	 
	$	 	 	 	$	 	 	 	 	 	%


 


	5.	Addresses for Payments and Notices:


 


	 	New Lender:	For Funding/Notices:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Telecopy: (___) ________	 
	 	 	Reference:	 


 


 




1 Set forth, to at least 9 decimals, as a percentage of
the Loans of all Lenders made thereunder.


 



    	 	E-4	 



     


     


	 	 	For Payments:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Telecopy: (___) ________	 
	 	 	Reference:	 


 


	6.	Effective Date: _______________, ______ (in accordance with Section 3).


 



    	 	E-5	 



     


     


EXHIBIT F-1


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Credit Agreement, dated as of November 7, 2022, among Selective Insurance Group, Inc., a corporation organized
under the laws of New Jersey (the “Borrower”), the Lenders defined therein, and Wells Fargo Bank, National Association,
as administrative agent (the “Administrative Agent”) for the Lenders (as amended, restated, modified or supplemented
from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used herein as defined therein.


 


Pursuant to the provisions
of Section 2.17(g)(i)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it
is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue
Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the Administrative Agent and the Borrower, and (2) the undersigned shall have at all times furnished the Administrative
Agent and the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 



    	 	F-1-1	 



     


     


EXHIBIT F-2


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Credit Agreement, dated as of November 7, 2022, among Selective Insurance Group, Inc., a corporation organized
under the laws of New Jersey (the “Borrower”), the Lenders defined therein, and Wells Fargo Bank, National Association,
as administrative agent (the “Administrative Agent”) for the Lenders (as amended, restated, modified or supplemented
from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used herein as defined therein.


 


Pursuant to the provisions
of Section 2.17(g)(i)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such
Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


[NAME OF PARTICIPANT]


 


By:


 


Name:


 


Title:


 


Date: ________ __, 20[ ]


 



    	 	F-2-1	 



     


     


EXHIBIT F-3


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Credit Agreement, dated as of November 7, 2022, among Selective Insurance Group, Inc., a corporation organized
under the laws of New Jersey (the “Borrower”), the Lenders defined therein, and Wells Fargo Bank, National Association,
as administrative agent (the “Administrative Agent”) for the Lenders (as amended, restated, modified or supplemented
from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used herein as defined therein.


 


Pursuant to the provisions
of Section 2.17(g)(i)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade
or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of
the two calendar years preceding such payments.


 


[NAME OF PARTICIPANT]


 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 



    	 	F-3-1	 



     


     


EXHIBIT F-4


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference
is made to the Credit Agreement, dated as of November 7, 2022, among Selective Insurance Group, Inc., a corporation organized
under the laws of New Jersey (the “Borrower”), the Lenders defined therein, and Wells Fargo Bank, National Association,
as administrative agent (the “Administrative Agent”) for the Lenders (as amended, restated, modified or supplemented
from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used herein as defined therein.


 


Pursuant to the provisions
of Section 2.17(g)(i)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Credit Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its
direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to
the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by
an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Administrative Agent and the Borrower, and (2) the undersigned shall have at all times furnished the
Administrative Agent and the Borrower with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


Date: ________ __, 20[ ]


 


 



    	 	F-4-1