Exhibit 10.1


 


Execution Version


 


SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT
AND GUARANTY AGREEMENT


 


dated as of April [__], 2022,


 


among


 


GWG
Holdings, Inc. and GWG Life, LLC,


each, a Debtor and Debtor-in-Possession under
Chapter 11 of the Bankruptcy Code,


as Borrower,


 


CERTAIN SUBSIDIARIES OF GWG
Holdings, Inc. and GWG Life, LLC,


each, a Debtor and Debtor-in-Possession under
Chapter 11 of the Bankruptcy Code,


as Guarantor Subsidiaries,


 


THE LENDERS PARTY HERETO


 


and


 


NATIONAL
FOUNDERS LP,


as Administrative Agent and Collateral Agent


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	SECTION 1. DEFINITIONS AND INTERPRETATION	1
	1.1.	Definitions	1
	1.2.	Accounting Terms	28
	1.3.	Interpretation, Etc.	29
	1.4.	Classification of Loans and Borrowings	29
	 	 	 
	SECTION 2. LOANS	30
	2.1.	Loans	30
	2.2.	Discretionary DIP Overadvances	31
	2.3.	[Reserved].	31
	2.4.	Pro Rata Shares; Obligations Several; Availability of Funds	31
	2.5.	Use of Proceeds	32
	2.6.	Evidence of Debt; Register; Notes	32
	2.7.	Interest on Loans	33
	2.8.	Continuation	34
	2.9.	Default Interest	34
	2.10.	Fees	34
	2.11.	Repayment on Maturity Date	35
	2.12.	Voluntary Prepayments	35
	2.13.	Mandatory Prepayments	35
	2.14.	Waivable Mandatory Prepayments	36
	2.15.	General Provisions Regarding Payments	36
	2.16.	Ratable Sharing	37
	2.17.	Administration of the Benchmark	38
	2.18.	Increased Costs; Capital Adequacy and Liquidity	38
	2.19.	Taxes; Withholding, Etc.	39
	2.20.	Obligation to Mitigate	42
	2.21.	Defaulting Lenders	42
	2.22.	Replacement of Lenders	43
	2.23.	Release	43
	2.24.	Compensation for Losses	44
	2.25.	[Reserved].	44
	2.26.	Collateral; Guarantees.	44
	 	 	 
	SECTION 3. CONDITIONS PRECEDENT	46
	3.1.	Closing Date	46
	3.2.	Supplemental Initial Loan Borrowing.	49
	3.3.	Delayed Draw Loan Borrowing.	49
	3.4.	Each Credit Extension.	50
	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES	51
	4.1.	Organization; Requisite Power and Authority; Qualification	51
	4.2.	Equity Interests and Ownership	51
	4.3.	Due Authorization	51
	4.4.	No Conflict	51
	4.5.	Governmental Approvals	52
	4.6.	Binding Obligation	52


 




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	4.7.	[Reserved]	52
	4.8.	No Material Adverse Effect	52
	4.9.	Adverse Proceedings	52
	4.10.	Payment of Taxes	53
	4.11.	Properties	53
	4.12.	[Reserved]	53
	4.13.	No Defaults	53
	4.14.	Investment Company Act	53
	4.15.	Federal Reserve Regulations	53
	4.16.	Employee Benefit Plans	53
	4.17.	[Reserved]	53
	4.18.	Compliance with Laws	53
	4.19.	Disclosure	54
	4.20.	[Reserved]	54
	4.21.	Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act	54
	4.22.	Policies	54
	4.23.	Cases; Orders.	55
	4.24.	Approved Budget	55
	4.25.	Senior Debt.  The Obligations constitute “Senior Debt” as defined in the Indenture.	55
	 	 	 
	SECTION 5. AFFIRMATIVE COVENANTS	56
	5.1.	Financial Statements and Other Reports	56
	5.2.	Existence, Licenses, Etc.	58
	5.3.	Payment of Taxes	58
	5.4.	[Reserved]	58
	5.5.	Insurance	59
	5.6.	Books and Records; Inspections	59
	5.7.	[Reserved]	59
	5.8.	Compliance with Laws	59
	5.9.	[Reserved]	59
	5.10.	[Reserved]	59
	5.11.	[Reserved]	59
	5.12.	Further Assurances	60
	5.13.	Delayed Draw Premium Reserve Account	60
	5.14.	Use of Proceeds	60
	5.15.	Post-Closing Matters	60
	5.16.	Bankruptcy Related Matters	60
	5.17.	DLP VII Transaction; Competing Transaction	62
	5.18.	Senior Debt	62
	5.19.	DLP IV Credit Agreement	62
	 	 	 
	SECTION 6. NEGATIVE COVENANTS	63
	6.1.	Indebtedness	63
	6.2.	Liens	63
	6.3.	No Further Negative Pledges	64
	6.4.	Restricted Junior Payments	65
	6.5.	Restrictions on Subsidiary Distributions	65
	6.6.	Investments	65
	6.7.	Financial Covenants	66
	6.8.	Fundamental Changes; Disposition of Assets; Equity Interests of Subsidiaries	66
	6.9.	Sales and Leasebacks	67


 




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	6.10.	Transactions with Affiliates and Subject Entities	67
	6.11.	Conduct of Business	67
	6.12.	Hedge Agreements	67
	6.13.	Amendments or Waivers of Organizational Documents and Certain Agreements	68
	6.14.	Fiscal Year	68
	6.15.	Subsidiaries	68
	6.16.	Employee Plans	68
	6.17.	Additional Matters	68
	 	 	 
	SECTION 7. GUARANTEE	69
	7.1.	Guarantee of the Obligations	69
	7.2.	Indemnity by the Borrower; Contribution by the Guarantors	69
	7.3.	Liability of Guarantors Absolute	70
	7.4.	Waivers by the Guarantors	72
	7.5.	Guarantors’ Rights of Subrogation, Contribution, Etc.	72
	7.6.	Continuing Guarantee	73
	7.7.	Authority of the Guarantors or the Borrower	73
	7.8.	Financial Condition of the Credit Parties	73
	7.9.	Bankruptcy, Etc.	73
	 	 	 
	SECTION 8. EVENTS OF DEFAULT	74
	8.1.	Events of Default	74
	8.2.	Remedies	79
	8.3.	Application of Payments	80
	 	 	 
	SECTION 9. AGENTS	80
	9.1.	Appointment of Agents	80
	9.2.	Powers and Duties	81
	9.3.	General Immunity.	81
	9.4.	Acts in Individual Capacity	83
	9.5.	Lenders’ Representations, Warranties and Acknowledgments	83
	9.6.	Right to Indemnity	84
	9.7.	Successor Administrative Agent and Collateral Agent	85
	9.8.	Collateral Documents and Obligations Guarantee	86
	9.9.	Withholding Taxes	88
	9.10.	Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim	88
	 	 	 
	SECTION 10. MISCELLANEOUS	89
	10.1.	Notices	89
	10.2.	Expenses	90
	10.3.	Indemnity	91
	10.4.	Set-Off	92
	10.5.	Amendments and Waivers	92
	10.6.	Successors and Assigns; Participations	94
	10.7.	Independence of Covenants	97
	10.8.	Survival of Representations, Warranties and Agreements	97
	10.9.	No Waiver; Remedies Cumulative	98
	10.10.	Marshalling; Payments Set Aside	98
	10.11.	Severability	98
	10.12.	Independent Nature of Lenders’ Rights	98
	10.13.	Headings	98


 




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	10.14.	APPLICABLE LAW	98
	10.15.	CONSENT TO JURISDICTION	99
	10.16.	WAIVER OF JURY TRIAL	99
	10.17.	Confidentiality	99
	10.18.	Usury Savings Clause	100
	10.19.	Counterparts	100
	10.20.	Effectiveness; Entire Agreement	100
	10.21.	PATRIOT Act	100
	10.22.	Electronic Execution of Assignments	101
	10.23.	No Fiduciary Duty	101
	10.24.	Orders	101
	10.25.	Borrower Representative	102
	10.26.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	102
	10.27.	SPV Credit Facilities	102


 




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	SCHEDULES:	2.1	Commitments
	 	4.2	Equity Interests and Ownership
	 	4.9	Adverse Proceedings
	 	4.22(a)-1	Policies in Grace
	 	4.22(a)-2	Certain DLP IV Policies With an Irrevocable Beneficiary
	 	5.15	Post-Closing Matters
	 	5.17	DLP VII Transaction
	 	6.1	Indebtedness
	 	6.2	Liens
	 	6.3	Negative Pledges
	 	6.5	Restrictions on Subsidiary Distributions
	 	6.6	Investments
	 	8.1(b)	Default in Other Agreements
	 	10.1	Notices
	 	 	 
	EXHIBITS:	A	Assignment Agreement
	 	B	Closing Date Certificate
	 	C	[Reserved]
	 	D	Funding Notice
	 	E	Interim Order
	 	F	Form of Note
	 	G-1	Form of U.S. Tax Compliance Certificate For Foreign Lenders That Are Not Partnerships For US Federal Income Tax Purposes
	 	G-2	Form of U.S. Tax Compliance Certificate For Foreign Participants That Are Not Partnerships For US Federal Income Tax Purposes
	 	G-3	Form of U.S. Tax Compliance Certificate For Foreign Participants That Are Partnerships For US Federal Income Tax Purposes
	 	G-4	Form of U.S. Tax Compliance Certificate For Foreign Lenders That Are Partnerships For US Federal Income Tax Purposes
	 	H	Closing Checklist
	 	I	DLP VII Transaction Description


 




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THIS SUPERPRIORITY SECURED
DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of April [__], 2022 (this “Agreement”), is by and
among GWG Holdings, Inc., a Delaware corporation (“Holdings”)
and GWG Life, LLC, a Delaware limited liability company (“GWG Life”,
and together with Holdings, individually, collectively and in all combinations, the “Borrower”), CERTAIN SUBSIDIARIES
OF THE BORROWER party hereto from time to time, as Guarantor Subsidiaries, the LENDERS party hereto and NATIONAL FOUNDERS
LP (“NFLP”), as Administrative Agent and Collateral Agent.


 


On April [__], 2022 (the “Petition
Date”), Holdings, GWG Life and GWG Life USA, LLC, a Delaware limited liability company (“GWG Life USA”, and
together with Holdings and GWG Life, each, a “Debtor” and collectively, the “Debtors”) filed voluntary
petitions with the Bankruptcy Court commencing their respective cases that are pending under Chapter 11 of the Bankruptcy Code (each such
case, a “Case” and collectively, the “Cases”) and have continued in the possession of their assets
and management of their business pursuant to Section 1107(a) and 1108 of the Bankruptcy Code.


 


The Borrower has requested that
the Lenders extend credit to the Borrower in the form of new-money loans in an aggregate principal amount of up to $65,000,000 (plus any
Discretionary DIP Overadvance) pursuant to this Agreement (the “DIP Facility”), with all of the Borrower’s obligations
under the DIP Facility to be guaranteed by each Guarantor Subsidiary.


 


The priority of the DIP Facility
with respect to the Collateral granted to secure the Obligations shall be as set forth in the Interim Order and the Final Order, as applicable,
in each case upon entry thereof by the Bankruptcy Court.


 


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


 


SECTION 1. DEFINITIONS
AND INTERPRETATION


 


1.1. Definitions. As
used in this Agreement (including the recitals hereto), the following terms have the meanings specified below:


 


“Acquisition”
means the purchase or other acquisition (in one transaction or a series of transactions, including pursuant to any merger or consolidation)
of all or substantially all the issued and outstanding Equity Interests in, or all or substantially all the assets of (or all or substantially
all the assets constituting a business unit, division, product line or line of business of), any Person.


 


“Adjusted Term SOFR”
means an interest rate per annum equal to (i) Term SOFR plus (ii) 0.11448%; 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 NFLP, in its capacity as administrative agent for the Lenders hereunder and under the other Credit Documents, and its successors
in such capacity as provided in Section 9.


 


“Administrative Agent
Fee Letter” means the Fee Letter, dated as of the Closing Date, between NFLP, as Administrative Agent and Collateral Agent,
and the Borrower.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent or another form reasonably acceptable to the Administrative
Agent.


 




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“Adverse Proceeding”
means any action, suit, proceeding, hearing or investigation, in each case whether administrative, judicial or otherwise, by or before
any Governmental Authority or any arbitrator, that is pending or, to the knowledge of the Borrower or any Subsidiary, threatened against
or affecting the Borrower or any Subsidiary or any property of the Borrower or any Subsidiary.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with the
Person specified; provided that for purposes of Section 6.10, the term “Affiliate” also means any Person that directly
or indirectly beneficially owns Equity Interests in the Person specified representing 10% or more of the aggregate ordinary voting power
or the aggregate equity value represented by the issued and outstanding Equity Interests in the Person specified and any Person that would
be an Affiliate of any such beneficial owner pursuant to this definition (but without giving effect to this proviso) and provided,
further that the Subject Entities shall not be deemed to be Affiliates of the Borrower.


 


“Agent” means
each of (a) the Administrative Agent, (b) the Collateral Agent and (c) any other Person appointed under the Credit Documents to serve
in an agent or similar capacity.


 


“Aggregate Amounts
Due” as defined in Section 2.16.


 


“Aggregate Payments”
as defined in Section 7.2(b).


 


“Aggregate Supplemental
Initial Commitment” means the aggregate amount of premiums that are required to be paid on the life insurance policies owned
by DLP IV and DLP VI during the month of June 2022, less any amount available to DLP IV or DLP VI, as applicable, for such purpose (including
by receiving an advance under the DLP IV Credit Agreement or the DLP VI Credit Agreement, as applicable) as reasonably determined by the
Borrower in consultation with the Administrative Agent.


 


“Agreement”
as defined in the preamble hereto.


 


“Anti-Corruption Laws”
as defined in Section 4.21.


 


“Applicable Rate”
means, on any day, (i) 9.00% per annum, in the case of a Base Rate Loan, and (ii) 10.00% per annum, in the case of a Term SOFR Loan.


 


“Approved Budget”
means the Initial DIP Budget and any such later DIP Budget approved by the Requisite Lenders in accordance with Section 5.1.


 


“Approved Electronic
Communications” means any notice, demand, communication, information, document or other material that any Credit Party, or its
counsel or advisors, provides to any Agent that is distributed to any Agent or any Lender by means of electronic communications pursuant
to Section 10.1(b).


 


“Approved Plan”
means a Chapter 11 plan of reorganization that is satisfactory to the Administrative Agent in its reasonable discretion and provides for
payment in full in cash of the Obligations on the plan’s effective date, unless otherwise agreed to by the Administrative Agent
and the Lenders.


 


“Asset Sale”
means any Disposition of assets (including, without limitation, Equity Interests), other than a Disposition made in reliance on Section
6.8(a)(i), (ii), (iii) or (iv).


 




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“Assignment Agreement”
means an Assignment and Assumption Agreement substantially in the form of Exhibit A, with such amendments or modifications
thereto as may be approved by the Administrative Agent.


 


“Assignment Effective
Date” as defined in Section 10.6(b).


 


“Authorized Officer”
means, with respect to any Person, any individual holding the position of chief executive officer, president, chief operating officer,
chief financial officer, principal accounting officer, treasurer, secretary, assistant secretary, executive vice president or senior vice
president of such Person; provided that, when such term is used in reference to any document executed by, or a certification of,
an Authorized Officer, the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to the Administrative
Agent as to the authority of such individual.


 


“Automatic Stay”
means the automatic stay provided under Section 362 of the Bankruptcy Code.


 


“Avoidance Action”
means the Debtors’ claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code.


 


“Avoidance Action Proceeds”
means any proceeds or property recovered, unencumbered or otherwise in connection with successful Avoidance Actions, whether by judgment,
settlement or otherwise.


 


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


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule.


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”.


 


“Bankruptcy Court”
means the United States Bankruptcy Court for the Southern District of Texas and such other court including any appellate court having
jurisdiction over the Cases from time to time.


 


“Bankruptcy Rules”
means the Federal Rules of Bankruptcy Procedure, as the same may from time to time be in effect and applicable to the Cases.


 


“Base Rate”
means, for any day, the rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective
Rate in effect on such day plus 1⁄2 of 1% per annum and (c) the Term SOFR for a one-month tenor in effect on such day plus one percent
(1%) per annum; provided that, notwithstanding the foregoing, the Base Rate shall at no time be less than one percent (1%) per annum.
Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR shall be effective on the
effective day of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, as the case may be.


 


“Base Rate Borrowing”
means a Borrowing comprised of Base Rate Loans.


 




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“Base Rate Loan”
means a Loan bearing interest at a rate determined by reference to the Base Rate.


 


“BEN” means,
collectively, BEN Group, BEN Holdings, and Beneficient Management, L.L.C., a Delaware limited liability company.


 


“BEN Group”
means The Beneficient Company Group, L.P., a Delaware limited partnership


 


“BEN Holdings”
means Beneficient Company Holdings, L.P., a Delaware limited partnership.


 


“Benchmark”
means, with respect to any date of determination, the greater of (i) Adjusted Term SOFR or a Benchmark Replacement Rate and (ii) the
Floor. It is understood that the Benchmark shall be adjusted on a daily basis.


 


“Benchmark Administration
Changes” means, with respect to the Benchmark (including any Benchmark Replacement Rate), any technical, administrative or operational
changes (including without limitation changes to the timing and frequency of determining rates and making payments of interest, length
of lookback periods, and other administrative matters as may be appropriate), in the sole discretion of the Administrative Agent, to reflect
the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not
administratively feasible or that no market practice for the administration of such Benchmark exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).


 


“Benchmark Replacement
Rate” means a rate determined by the Administrative Agent in accordance with Section 2.17(a) hereof.


 


“Benchmark Transition
Event” as defined in Section 2.17(a).


 


“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.


 


“Bi-Weekly Variance
Cumulative Testing Period” as defined in Section 6.7.


 


“Bi-Weekly Variance
Report” as defined in Section 5.1(m).


 


“Bi-Weekly Variance
Testing Date” as defined in Section 5.1(m).


 


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


 


“Borrower”
as defined in the preamble hereto.


 


“Borrower Representative”
as defined in Section 10.25.


 


“Borrowing”
means Loans made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is
in effect.


 




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“Business Day”
means any day other than a Saturday or Sunday, a day that is a legal holiday under the laws of the State of New York or the City of Montreal,
Quebec or a day on which banking institutions located in such State or City are authorized or required by law to remain closed.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person in conformity with GAAP, subject to Section 1.2. The amount of such obligations
shall be the capitalized amount thereof determined in conformity with GAAP, subject to Section 1.2, and the final maturity of such
obligations shall be the date of the last payment due under such lease (or other arrangement) before such lease (or other arrangement)
may be terminated by the lessee without payment of a premium or penalty. For purposes of Section 6.2, a Capital Lease Obligation shall
be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.


 


“Carve-Out”
as defined in the Interim Order or the Final Order, as applicable.


 


“Case” and
“Cases” as defined in the recitals to this Agreement.


 


“Cash” means
money, currency or a credit balance in any demand or deposit account.


 


“Cash Collateral”
as defined in the Interim Order or the Final Order, as applicable.


 


“Cash Equivalents”
means, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally
guaranteed as to interest and principal by the United States of America or (ii) issued by any agency of the United States of America and
backed by the full faith and credit of the United States of America, in each case maturing within one year after such date; (b) marketable
direct obligations issued by any State of the United States of America or the District of Columbia or any political subdivision of any
such State or District or any public instrumentality thereof, in each case maturing within one year after such date and having, at the
time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing
no more than 270 days from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from
S&P or at least P-1 from Moody’s; (d) time deposits, certificates of deposit or bankers’ acceptances maturing within
270 days after such date and issued or accepted by any commercial bank organized or licensed to conduct a banking business under the laws
of the United States of America, any State thereof or the District of Columbia that (i) is at least “adequately capitalized”
(as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations)
of not less than $500,000,000; (e) fully collateralized repurchase agreements with a term of not more than 30 days from such date
for securities described in clause (a) or clause (b) above and entered into with a financial institution satisfying the criteria described
in clause (d) above; (f) shares of any money market mutual fund that (i) has substantially all its assets invested continuously in
the types of investments referred to in clauses (a) through (e) above, (ii) has net assets of not less than $5,000,000,000 and (iii)
has ratings of at least AA+ from S&P or at least Aa1 from Moody’s; and (g) in the case of any Foreign Subsidiary, other short-term
investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction
of such Foreign Subsidiary for cash management purposes.


 


“Cash Management Order”
means one or more orders of the Bankruptcy Court, including any interim and/or final orders, entered in the Cases, together with all extensions,
modifications and amendments thereto, in form and substance reasonably satisfactory to the Administrative Agent, which, among other matters,
authorizes the Borrower and the Guarantors to maintain their existing cash management system and open new bank accounts in accordance
with this Agreement.


 




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“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any rule, regulation, treaty
or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether
or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued
in connection therewith and (ii) 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 or Basel IV, as applicable, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted, promulgated or issued.


 


“Change
of Control” means the occurrence of, any of, (i) at any time, Holdings shall cease to own
and control, of record and beneficially, directly or indirectly, one hundred percent (100%) of the aggregate voting and economic power
of the Equity Interests of each Subsidiary of Holdings (including GWG Life) free and clear of all Liens (except Permitted Liens); or (ii)
a “change of control” occurs under any Material Indebtedness (other than the Credit Documents) of Borrower or any of its Subsidiaries.


 


“Claiming Guarantor”
as defined in Section 7.2(b).


 


“Closing Date”
means the date on which the conditions specified in Section 3.1 have been satisfied (or waived in accordance with Section 10.5).


 


“Closing Date Certificate”
means a Closing Date Certificate substantially in the form of Exhibit B.


 


“Closing Fee”
has the meaning given to such term in the Administrative Agent Fee Letter.


 


“Collateral”
means, collectively (i) all of the real, personal and mixed property (including Equity Interests in GWG Life, the Restricted Subsidiaries,
FOXO and BEN) in which Liens are purported to be granted pursuant to the Orders or Collateral Documents as security for all or any part
of the Obligations under this Agreement and the Collateral Documents, and, in each case excluding any Excluded Assets, and (ii) “DIP
Collateral” or words of similar intent, as defined in any Order.


 


“Collateral Agent”
means NFLP, in its capacity as collateral agent for the Secured Parties under the Credit Documents, and its successors in such capacity
as provided in Section 9.


 


“Collateral Documents”
means the Security Agreement and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant
to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit
of the Secured Parties, a Lien on any property of such Credit Party as security for the Obligations.


 


“Commitment”
means, individually or collectively, as the context may require, the Initial Commitment, the Supplemental Initial Commitment or the Delayed
Draw Commitment. The aggregate amount of the Commitments as of the Closing Date is $65,000,000, as set forth on Schedule 2.1.


 


“Commitment Schedule”
means the Schedule attached hereto as Schedule 2.1.


 




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“Communication”
as defined in Section 10.23.


 


“Competing Transaction”
means (i) any Investment in, financing (or refinancing) of, or direct or indirect sale, transfer, pledge, monetization or other Disposition
(in any manner whatsoever) of any interest or other right of the Borrower or any Restricted Subsidiary in, or with respect to, DLP Holdings
VI, DLP VI or DLP IV or (ii) any financing (or refinancing) of, or direct or indirect sale, transfer, pledge, monetization or other Disposition
(in any manner whatsoever) of any interest or other right of DLP Holdings VI, DLP VI or DLP IV in, or with respect to, any property of
such Person, other than (x) any such Investment, financing (or refinancing), sale, transfer, pledge, monetization or other Disposition
that is with NFLP or an Affiliate thereof or (y) any capital contribution that is made by GWG Life to DLP Holdings VI or DLP IV, or by
DLP Holdings VI to DLP VI, in accordance with the terms of this Agreement in each case of this clause (y).


 


“Confirmation Order”
means an order of the Bankruptcy Court confirming an Approved Plan for the Debtors that is in form and substance satisfactory to the Administrative
Agent in its reasonable discretion (as the same may be amended, supplemented, or modified from time to time after entry thereof in accordance
with the terms thereof).


 


“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.


 


“Contractual Obligation”
means, with respect to any Person, any material provision of any Security issued by such Person or any material indenture, mortgage, deed
of trust, contract, undertaking or other agreement or instrument to which such Person is a party or by which such Person or any material
portion of its properties is bound or to which such Person or any material portion of its properties is subject.


 


“Control”
means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies, or the dismissal or appointment of the management, of such Person, whether through the ability to exercise voting power,
the ownership of Securities, by contract, or otherwise. The words “Controlling”, “Controlled by” and “under
common Control with” have correlative meanings.


 


“Credit Date”
means the date of any Credit Extension.


 


“Credit Document”
means each of this Agreement, the Collateral Documents, the Administrative Agent Fee Letter, and, except for purposes of Section 10.5,
the Notes, if any, any Supplemental Collateral Questionnaire, the Orders and all other documents, certificates, instruments or agreements
executed and delivered by or on behalf of any Credit Party for the benefit of any Agent or any Lender in connection herewith on or after
the date hereof and which are designated as “Credit Documents” pursuant to an agreement between the Borrower and the Administrative
Agent.


 


“Credit Extension”
means the making of a Loan, which shall be on a Business Day.


 


“Credit
Parties” means the Borrower and the Guarantor Subsidiaries.


 


“Debtor”
as defined in the preamble hereto.


 


“Debtor Relief Laws”
means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
arrangement (including under corporate statutes), rearrangement, receivership, insolvency, reorganization or similar debtor relief laws
of the United States of America or other applicable jurisdictions from time to time in effect.


 




    7


     


    

 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default Rate”
means the interest payable on the Loans pursuant to Section 2.7 plus 4.00%.


 


“Defaulting Lender”
means, subject to Section 2.21(b), any Lender that (a) has failed (i) to fund all or any portion of its Loans within two Business
Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrower
in good faith in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to
funding (which conditions precedent, together with the applicable Default, if any, shall be specifically identified in such writing) has
not been satisfied, or (ii) to pay to the Administrative Agent, the Collateral Agent or any Lender any other amount required to be paid
by it hereunder within two Business Days of the date when due, (b) has notified the Borrower, 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 the applicable Default, if
any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three 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 (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) is,
or a direct or indirect parent company of such Lender is, (i)  the subject of a Bail-In Action, (ii) insolvent, or is generally unable
to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors or (iii) the subject of a proceeding under any Debtor Relief Laws, or a receiver, trustee, conservator,
intervenor or sequestrator or the like (including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority
acting in a like capacity with respect to such Lender) has been appointed for such Lender or its direct or indirect parent company, or
such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence
in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any Equity Interest in such 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 or the
Requisite Lenders that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) 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 by the Administrative Agent or the Requisite Lenders to the Borrower and each Lender, and, if such
determination is made by the Requisite Lenders, to the Administrative Agent.


 


“Delayed Draw Commitment”
means, with respect to each Lender, the commitment of such Lender to make a Delayed Draw Loan to the Borrower in an aggregate principal
amount not to exceed the amount set forth opposite such Lender’s name on the Commitment Schedule, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement; provided, that, (i) if any Supplemental Initial Loan is made,
the Delayed Draw Commitment of each Lender shall be reduced by the product of (x) the principal amount of such Supplemental Initial Loan
and (y) the quotient of (1) such Lender’s Delayed Draw Commitment immediately prior to such reduction and (2) the aggregate amount
of all of the Lenders’ Delayed Draw Commitments immediately prior to such reduction, and (ii) the Delayed Draw Commitment of each
Lender shall be zero dollars from and after the DLP VII Option being exercised in accordance with this Agreement. The aggregate amount
of the Lenders’ Delayed Draw Commitments on the Closing Date is $47,000,000.


 




    8


     


    

 


“Delayed Draw Commitment
Termination Date” means the earliest of (a) the Stated Maturity Date, (b) subject to Section 2.2, the termination of unused
Commitments with respect to the DIP Facility and/or the date of acceleration of the Loans in accordance with the terms of this Agreement
upon and during the continuance of an Event of Default, (c) the date of payment in full in cash of all Obligations (other than any contingent
Obligations that survive the expiration or termination of this Agreement) and termination of all the Commitments pursuant to the terms
herein and (d) the effective date of the Debtors’ Approved Plan.


 


“Delayed
Draw Loan” as defined in Section 2.1(a).


 


“Delayed Draw Premium
Reserve Account” a deposit account in the name of Holdings that is maintained at Wells Fargo, Bell Bank or any other financial
institution reasonably acceptable to the Administrative Agent and, in each case, subject to a blocked deposit account control agreement
in form and substance reasonably satisfactory to the Collateral Agent.


 


“Delayed Draw Premium
Reserve Amount” means the aggregate amount of premiums that are anticipated to be paid, during the four month period beginning
on the third (3rd) Business Day following the Final Order Entry Date (the “Calculation Date”), on all of
the life insurance policies that DLP IV owns on the Final Order Entry Date (assuming that each such policy will remain in full force through
the end of such period (x) without such policy being in a state of grace or lapse pending or other similar state during such period and
(y) without any insured under such policy dying during such period), as reasonably determined by the Borrower in consultation with the
Administrative Agent; provided that, such amount shall be reduced by the principal amounts funded under the DLP IV Credit Agreement on
or after the Calculation Date in order to pay premiums on any one or more life insurance policies owned by DLP IV (and, to the extent
that the amount on deposit in the Delayed Draw Premium Reserve Account exceeds the Delayed Draw Premium Reserve Amount after giving effect
to any such reduction, and subject to there being no Event of Default that has occurred and is continuing, the Administrative Agent shall
release such excess from the Delayed Draw Premium Reserve Account to the DIP Facility Proceeds Account).


 


“DIP Budget”
means a detailed rolling thirteen (13)-week cash flow forecast delivered on or prior to the Petition Date and at such times as required
pursuant to the terms of this Agreement thereafter, setting forth forecasted (a) cash receipts of the Credit Parties, (b) cash operating
disbursements of the Credit Parties, and (c) non-operating, bankruptcy-related cash disbursements of the Credit Parties, in each case
on a week-by-week basis during such 13-week period (i) initially, covering the period commencing on or about the Petition Date and (ii)
thereafter, covering the period commencing on the first day of the week during which such updated DIP Budget is required to be delivered
pursuant to Section 5.1(m), as applicable.


 


“DIP Facility”
as defined in the recitals to this Agreement.


 


“DIP Facility Proceeds
Account” means a deposit account in the name of Holdings that is maintained at Bell Bank, Wells Fargo or any other financial
institution reasonably acceptable to the Administrative Agent and, in each case, subject to a springing deposit account control agreement
in form and substance reasonably satisfactory to the Collateral Agent.


 


“DIP Termination
Date” as defined in Section 8.2.


 




    9


     


    

 


“DIP Termination
Declaration” as defined in Section 8.2.


 


“Discretionary
DIP Overadvance” as defined in Section 2.2.


 


“Disposition”
means any sale, transfer, lease, conveyance, assignment or other disposition (including any issuance of Equity Interests in a Subsidiary
or Subject Entity) of any property by any Person, including any sale, transfer, lease, conveyance, assignment or other disposition, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “Dispose” has
the meaning correlative thereto.


 


“Disqualified Equity
Interest” means, with respect to any Person, any Equity Interest in such Person that, by its terms (or by the terms of any security
or other Equity Interests into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder
thereof), or upon the occurrence of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Equity
Interests in such Person that are not Disqualified Equity Interests and Cash in lieu of fractional shares of such Equity Interests), whether
pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for
Equity Interests in such Person that do not constitute Disqualified Equity Interests and Cash in lieu of fractional shares of such Equity
Interests), in whole or in part, or is required to be repurchased by the Borrower or any Restricted Subsidiary, in whole or in part, at
the option of the holder thereof (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests
and Cash in lieu of fractional shares of such Equity Interests) or (c) is or becomes convertible into or exchangeable for, either mandatorily
or at the option of the holder thereof, Indebtedness or any other Equity Interests (other than solely for Equity Interests in such Person
that do not constitute Disqualified Equity Interests and Cash in lieu of fractional shares of such Equity Interests), in each case, prior
to the date that is one (1) year after the Stated Maturity Date (determined as of the date of issuance thereof or, in the case of any
such Equity Interests outstanding on the date hereof, the date hereof), except, in the case of clauses (a) and (b), as a result of a “change
of control” or “asset sale”, so long as any rights of the holders thereof upon the occurrence of such a change of control
or asset sale event are subject to the prior payment in full of all Obligations described in clause (a) of the definition of “Obligations”
and, if any are then in effect, the termination of the Commitments; provided that an Equity Interest in any Person that is issued
to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified
Equity Interest solely because it may be required to be repurchased by such Person or any of its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability.


 


“DLP Holdings VI”
means GWG DLP Funding Holdings VI, LLC, a Delaware limited liability company.


 


“DLP IV”
means GWG DLP Funding IV, LLC, a Delaware limited liability company.


 


“DLP IV Credit Agreement”
means the Fifth Amended and Restated Loan and Security Agreement, dated as of December 14, 2021, among DLP IV, the financial institutions
party thereto and CLMG Corp., as the administrative agent thereunder.


 


“DLP V” means
GWG DLP Funding V, LLC, a Delaware limited liability company.


 


“DLP V Holdings”
means GWG DLP Funding V Holdings, LLC, a Delaware limited liability company.


 


“DLP VI”
means GWG DLP Funding VI, LLC, a Delaware limited liability company.


 




    10


     


    

 


“DLP VI Credit Agreement”
means the Credit Agreement, dated as of August 11, 2021, by and among DLP VI, the lenders from time to time party thereto and National
Founders LP, a Delaware limited partnership, as administrative agent.


 


“DLP VII Borrower”
as defined in Exhibit I.


 


“DLP VII Option”
as defined in Exhibit I.


 


“DLP VII Option Period”
means the period beginning on the Petition Date through and including the date that is the later of (x) forty-five (45) days thereafter
and (y) five (5) Business Days after the Final Order Entry Date; provided that in no event shall the DLP VII Option Period end
later than June 29, 2022 (or such later date as the Borrower and the Administrative Agent may agree in their respective reasonable discretion
from time to time).


 


“DLP VII Parent”
as defined in Exhibit I.


 


“DLP VII Transaction”
as defined in Exhibit I.


 


“Dollars”
and the sign “$” mean the lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above,
or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or
(b) above and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Electronic Copy”
as defined in Section 10.23.


 


“Electronic Record”
as defined in Section 10.23.


 


“Electronic Signature”
as defined in Section 10.23.


 


“Eligible Assignee”
means (a) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds of any Lender being treated as a
single Eligible Assignee for all purposes hereof) and (b) any commercial bank, insurance company, investment or mutual fund or other
Person that is an “accredited investor” (as defined in Regulation D under the Securities Act) and that extends credit
or buys loans in the ordinary course of business; provided that in no event shall any natural person (or any holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of, a natural person), any Defaulting Lender, the Borrower, any Subsidiary,
any Subject Entity or any other Affiliate of the Borrower be an Eligible Assignee.


 




    11


     


    

 


“Employee Benefit Plan”
means an “employee benefit plan”, as defined in Section 3(3) of ERISA, that is subject to Parts II, III or IV of Title I of
ERISA or Title IV of ERISA and that is sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower or
any Restricted Subsidiary, or with respect to which the Borrower or any Restricted Subsidiary may have any liability, other than a Foreign
Plan.


 


“Enforcement Notice
Period” as defined in Section 8.1.


 


“Environmental Laws”
means all applicable laws (including common law), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations
or any other requirements of Governmental Authorities relating to pollution or to the protection of the environment, natural resources,
threatened or endangered species or human health and safety.


 


“Environmental Liability”
means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs,
(including administrative oversight costs, natural resource damages, monitoring and remediation costs and reasonable fees and expenses
of attorneys and consultants), whether contingent or otherwise, arising out of or relating to: (a) compliance or non-compliance
with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, recycling, disposal (or arrangement
for such activities) of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence or Release of any
Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


 


“Equity Interests”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and
any and all warrants, rights or options to purchase or acquire any of the foregoing or subscribe for any of the foregoing (other than,
prior to the date of such conversion, Indebtedness that is convertible into any such Equity Interests).


 


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


 


“ERISA Affiliate”
means, with respect to any Person, (a) any corporation that is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Internal Revenue Code of which such Person is a member, (b) any trade or business (whether or not incorporated)
that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue
Code of which such Person is a member and (c) any member of an affiliated service group within the meaning of Section 414(m) or 414(o)
of the Internal Revenue Code of which such Person, any corporation described in clause (a) above or any trade or business described in
clause (b) above is a member. Any Person that was, but has since ceased to be, an ERISA Affiliate (within the meaning of the previous
sentence) of the Borrower or any Restricted Subsidiary shall continue to be considered an ERISA Affiliate of the Borrower or such Restricted
Subsidiary within the meaning of this definition with respect to the period such Person was an ERISA Affiliate of the Borrower or such
Restricted Subsidiary and with respect to liabilities arising after such period for which the Borrower or such Restricted Subsidiary could
be liable under the Internal Revenue Code or ERISA.


 




    12


     


    

 


“ERISA Event”
means (a) the occurrence of a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder
with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation),
(b) the failure of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates to meet the minimum funding standard
of Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect to any Pension Plan (whether or not waived in accordance
with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430(j) of
the Internal Revenue Code with respect to any Pension Plan or the failure of the Borrower, any Restricted Subsidiary or any of their respective
ERISA Affiliates to make any required contribution to a Multiemployer Plan, (c) the filing pursuant to Section 412(c) of the Internal
Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan,
(d) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA, (e) the withdrawal by the Borrower, any Restricted Subsidiary
or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such
Pension Plan resulting in liability to the Borrower, any Restricted Subsidiary or any of their respective Affiliates pursuant to Section
4063 or 4064 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2)
of ERISA, (f) the institution by the PBGC of proceedings to terminate any Pension Plan, or the appointment of a trustee to administer,
any Pension Plan, (g) the incurrence by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Pension Plan, (h) the imposition of liability on the Borrower, any Restricted
Subsidiary or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA, (i) the withdrawal of the Borrower,
any Restricted Subsidiary or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any liability therefor, (j) the receipt by the Borrower, any Restricted
Subsidiary or any of their respective ERISA Affiliates of notice from any Multiemployer Plan (i) that such Multiemployer Plan is in insolvency
pursuant to Section 4245 of ERISA, (ii) that such Multiemployer Plan is in “endangered” or “critical” status (within
the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA) or (iii) that such Multiemployer Plan intends to terminate
or has terminated under Section 4041A or 4042 of ERISA, (k) a determination that any Pension Plan is in “at risk” status (as
defined in Section 430(i)(4) of the Internal Revenue Code or Section 303(i)(4) of ERISA) with respect to any plan year, (l) the occurrence
of an act or omission that could reasonably be expected to give rise to the imposition on the Borrower or any Restricted Subsidiary of
material fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c),
502(i) or 502(l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (m) the assertion of a claim (other than routine claims
for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Borrower, any Restricted
Subsidiary or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan, (n) receipt from the IRS of notice
of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue
Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code, (o) the imposition of a Lien pursuant to Section 430(k)
of the Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code or (p) the occurrence
of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA)
with respect to which the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates is a “disqualified person”
(within the meaning of Section 4975 of the Internal Revenue Code) or a “party in interest” (within the meaning of Section
406 of ERISA).


 


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


 


“Event of Default”
means any condition or event set forth in Section 8.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934.


 




    13


     


    

 


“Excluded Asset”
as defined in the Security Agreement.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such
Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Commitment (other than pursuant to an assignment requested by the Borrower under Section 2.22) or
(ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.19, amounts with respect to
such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such
Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 2.19(f) and (d) any withholding Taxes imposed under FATCA.


 


“Exit Fee”
has the meaning given to such term in the Administrative Agent Fee Letter.


 


“Extraordinary Receipts”
means any cash, consideration or other amounts received by or paid to or for the account of any Credit Party not in the ordinary course
of business (and not consisting of proceeds described in any of Section 2.13(a), (b) and (c)), including without limitation foreign, United
States, state or local tax refunds, pension plan reversions, settlement proceeds, any insurance proceeds, including any life insurance
proceeds, and any purchase price adjustment, net working capital or similar adjustment received in connection with any purchase agreement,
merger agreement, contribution agreement or similar agreement, in an aggregate amount exceeding $250,000.


 


“Fair Market Value”
means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress of either
party, determined in good faith by the Borrower’s chief executive officer, chief financial officer or responsible accounting or
financial officer of the Borrower.


 


“Fair Share”
as defined in Section 7.2(b).


 


“Fair Share Contribution
Amount” as defined in Section 7.2(b).


 


“FATCA” means
Sections 1471 through 1474 of the Internal Revenue Code, effective as of the date hereof (or any amended or successor version that is
not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered
into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Internal Revenue Code.


 


“Federal Funds Effective
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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the rate per annum equal
to the average (rounded upwards, if necessary to the next 1/100th of 1%) of the quotations for the day for such transactions received
by the Administrative Agent from two federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the
Federal Funds Effective Rate, determined as above, would otherwise be less than zero, then the Federal Funds Effective Rate shall be deemed
to be zero for all purposes of this Agreement.


 




    14


     


    

 


“Final Order”
means an order of the Bankruptcy Court authorizing and approving on a final basis, among other things, the DIP Facility and the Transactions
contemplated by this Agreement in the form of the Interim Order (with only (i) such modifications thereto as are necessary, advisable
or customary to convert the Interim Order to a final order and to implement any changes to the structure of the DLP VII Option and the
DLP VII Transaction in accordance with Section 5.17 and (ii) such other modifications as are satisfactory to the Requisite Lenders in
their reasonable discretion) (as the same may be amended, supplemented, or modified from time to time after entry thereof with the consent
of the Requisite Lenders in their reasonable discretion) as to which no stay has been entered.


 


“Final Order Deadline”
means the thirty-fifth (35th) day following the entry of the Interim Order, as such deadline may be extended in accordance
with Section 5.17.


 


“Final Order Entry
Date” means the date on which the Final Order is entered by the Bankruptcy Court.


 


“Financed DLP IV/VI
Death Benefit Amount” means, with respect to any policy that is owned by DLP IV or DLP VI, the amount equal to (i) the net death
benefit payable under such policy minus (ii) any portion of the net death benefit of such policy that is payable to a Person other than
DLP IV or its securities intermediary (if such policy is owned by DLP IV) or DLP VI or its securities intermediary (if such policy is
owned by DLP VI) minus (iii) without duplication of any amount described in clause (ii), any portion of the net death benefit of such
policy that is payable to, or for the account of, the administrative agent or any lender under either SPV Credit Facility.


 


“Financial Officer
Certification” means, with respect to any consolidated financial statements of any Person, a certificate of the chief financial
officer of such Person stating that such financial statements present fairly the consolidated financial position of such Person and its
Subsidiaries as of the dates indicated and the consolidated results of their operations for the periods indicated in conformity with GAAP
applied on a consistent basis (except as otherwise disclosed in such financial statements), subject to changes resulting from normal year-end
audit adjustments and the absence of footnotes.


 


“Fiscal Year”
means the fiscal year of the Borrower and the Subsidiaries ending on December 31 of each calendar year.


 


“Floor” means
a rate of interest equal to one percent (1%).


 


“Foreign Lender”
means a Lender that is not a U.S. Person.


 


“Foreign Plan”
means any plan that would be an Employee Benefit Plan but for the fact that it is not subject to United States law and that is maintained
or contributed to by the Borrower, any Restricted Subsidiary or, to the extent that the Borrower or any Restricted Subsidiary shall have
liability with respect to such Employee Benefit Plan, any of their respective ERISA Affiliates, for or on behalf of its employees whose
principal place of employment is outside of the United States.


 




    15


     


    

 


“Foreign Plan Event”
means, with respect to any Foreign Plan, (a) the failure to make or, if applicable, accrue in accordance with reasonable accounting practices,
any employer or employee contributions required by applicable laws or by the terms of such Foreign Plan, (b) the existence of unfunded
liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver
from the applicable Governmental Authority, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate
any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, or alleging the insolvency of the Borrower or any Restricted
Subsidiary that sponsors, contributes to or participates in such Foreign Plan, (d) the initiation of any action or filing by the
Borrower or any Restricted Subsidiary to voluntarily terminate or wind up in whole or in part any Foreign Plan where any such Foreign
Plan is not fully funded and that would result in the incurrence of a liability by the Borrower or any Restricted Subsidiary, (e) the
incurrence of liability by the Borrower or any Restricted Subsidiary under applicable law on account of the complete or partial termination
of such Foreign Plan or the complete or partial withdrawal of any participating employer therein, (f) the failure to timely register or
loss of good standing with applicable Governmental Authorities of any such Foreign Plan required to be so registered or maintain such
standing if such failure to register or loss of such standing would result in the incurrence of a liability by the Borrower or any Restricted
Subsidiary or (g) the failure of any Foreign Plan to comply with any material provisions of applicable laws or with the material terms
of such Foreign Plan if such failure would result in the incurrence of a liability by the Borrower or any Restricted Subsidiary.


 


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


 


“FOXO” means
FOXO Technologies, Inc., a Delaware corporation.


 


“FTI” means
FTI Consulting, Inc., a Maryland corporation.


 


“Funding Notice”
means a notice substantially in the form of Exhibit D.


 


“GAAP” means,
at any time, subject to Section 1.2, United States generally accepted accounting principles as in effect at such time, applied in
accordance with the consistency requirements thereof.


 


“Governmental Authority”
means any federal, state, municipal, national, supranational or other government, governmental department, commission, board, bureau,
court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with
the United States of America, any State thereof or the District of Columbia or a foreign entity or government (including any supra-national
body exercising such powers or functions, such as the European Union or the European Central Bank).


 


“Governmental Authorization”
means any permit, license, registration, approval, exemption, authorization, plan, directive, binding agreement, consent order or consent
decree made to, or issued, promulgated or entered into by or with, any Governmental Authority.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, Securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness or other obligation; provided that the term “Guarantee” shall not include (i) endorsements for collection
or deposit in the ordinary course of business or (ii) customary indemnity obligations entered into in connection with any Acquisition
or any Disposition permitted hereunder (other than any such obligations with respect to Indebtedness). The amount, as of any date of determination,
of any Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby (or, in
the case of (A) any Guarantee the terms of which limit the monetary exposure of the guarantor or (B) any Guarantee of an obligation that
does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined,
in the case of clause (A), pursuant to such terms or, in the case of clause (B), reasonably and in good faith by the chief financial officer
of the Borrower)).


 




    16


     


    

 


“Guarantor Subsidiary”
means each Domestic Subsidiary that is a party hereto as a “Guarantor” and a party to the Security Agreement as a “Grantor”
thereunder. As of the Closing Date, GWG Life USA, DLP V Holdings, DLP V and GWG MCA Capital shall be the only Guarantor Subsidiaries.


 


“Guarantors”
means each Guarantor Subsidiary; provided that the term “Guarantors” shall also include the Borrower solely for purposes
of the Guarantee of Obligations of the other Credit Parties pursuant to Section 7.


 


“GWG Life”
as defined in the preamble hereto.


 


“GWG Life USA”
as defined in the preamble hereto.


 


“GWG MCA Capital”
means GWG MCA Capital, Inc., a Delaware corporation.


 


“Hazardous Materials”
means any petroleum or petroleum products, radioactive materials or wastes, asbestos in any form, polychlorinated biphenyls, hazardous
or toxic substances and any other chemical, material, waste or substance that is prohibited, limited or regulated, or that could result
in liability, under any Environmental Law.


 


“Hedge Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving,
or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or combination of
the foregoing transactions; provided that no phantom stock, stock option, stock appreciation right or similar plan or right providing
for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or
the Subsidiaries shall be a Hedge Agreement.


 


“Highest Lawful Rate”
means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under
the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter
be in effect and that allow a higher maximum non-usurious interest rate than applicable laws now allow.


 


“incur” means
to create, incur, assume or, in the case of any Indebtedness, otherwise become liable with respect to such Indebtedness.


 


“Indebtedness”
means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in the
ordinary course of business), (d) all obligations of such Person in respect of deferred purchase price of property or services (excluding
trade accounts payable incurred in the ordinary course of business), (e) all Capital Lease Obligations of such Person, (f) the
maximum aggregate amount (determined after giving effect to any prior drawings or reductions that have been reimbursed) of all letters
of credit and letters of guaranty in respect of which such Person is an account party, (g) the principal component of all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all Indebtedness of others secured by any Lien
on any property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by such Person, (i) all
Guarantees by such Person of Indebtedness of others and (j) all Disqualified Equity Interests in such Person. The Indebtedness of any
Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person,
except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 




    17


     


    

 


“Indemnified Liabilities”
means any and all liabilities (including Environmental Liabilities), obligations, losses, damages (including natural resource damages),
penalties, claims, actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup,
removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials), expenses and
disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees, expenses and other charges
of counsel and consultants but limited to the fees, expenses and charges of a single counsel for all Indemnitees taken as a whole and,
solely in the case of an actual or perceived conflict of interest, one additional counsel for any Indemnitee to the extent necessary),
and any fees or expenses incurred by the Indemnitees in enforcing this indemnity, whether direct, indirect, special, consequential or
otherwise and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial
laws, statutes, rules or regulations and Environmental Laws), on common law or equitable causes of action or on contract or otherwise,
that may be imposed on, incurred by or asserted against any such Indemnitee, in any manner relating to, resulting from or arising out
of (a) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement
to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds thereof,
the execution, delivery and administration of this Agreement and the other Credit Documents, any amendments, waivers or consents with
respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including
any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Obligations Guarantee)) or (b)
any actual or alleged presence or Release of Hazardous Materials on, at or under or from any property currently or formerly owned, leased
or operated by the Borrower or any Affiliate or any Environmental Liability related in any way to the Borrower or any Affiliate, including
but not limited, in each case, to such amounts that may arise in connection with investigating, preparing to defend or defending against,
or participating in, or providing evidence in or preparing to serve or serving as a witness with respect to, any of the foregoing or any
proceeding relating thereto, whether or not any such Indemnitee shall be designated as a party or a potential party to such proceeding,
and regardless of whether such proceeding is brought by the Credit Parties or any other Person, and whether or not any transactions contemplated
hereby or by any other Credit Document are consummated.


 


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


 


“Indemnitee”
as defined in Section 10.3.


 


“Indenture”
means the Amended and Restated Indenture, dated as of October 23, 2017, among the Borrower and Bank of Utah, as trustee, with respect
to the issuance of debt securities.


 


“Indenture Documents”
means the Indenture and the “Collateral Documents” as defined in the Indenture.


 


“Initial Commitment”
means, with respect to each Lender, the commitment of such Lender to make an Initial Loan to the Borrower in an aggregate principal amount
not to exceed the amount set forth opposite such Lender’s name on the Commitment Schedule, as such amount may be adjusted from time
to time in accordance with this Agreement. The aggregate amount of the Lenders’ Initial Commitments on the Closing Date is $18,000,000.


 




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“Initial DIP Budget”
means the DIP Budget delivered prior to the Petition Date.


 


“Initial Loan” as defined
in Section 2.1(a).


 


“Initial Reporting Date”
as defined in Section 5.1(m).


 


“Insurance Event”
means any casualty or other insured damage to all or any part of any assets of the Borrower or any Restricted Subsidiary.


 


“Intellectual Property”
as defined in the Security Agreement.


 


“Intercompany Notes”
means, collectively, the (i) Unconditional Demand Note, dated as of September 7, 2021, by GWG Life in favor of DLP IV in the original
principal amount of $30,000,000 and (ii) Unconditional Demand Note, dated as of December 14, 2021, by GWG Life in favor of DLP IV in the
original principal amount of $20,000,000.


 


“Interest Payment Date”
means (a) with respect to any Base Rate Loan, the last Business Day of each calendar month, commencing on the first such date to occur
after the Closing Date and (b) with respect to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan.


 


“Interest Period”
means, with respect to any Term SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one month (or, such longer period thereafter as shall have been consented to by each Lender and notified
in writing by each Lender to the Administrative Agent); provided that (a) if an Interest Period would otherwise end on a day
that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless no succeeding Business Day
occurs in such month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period
that commences 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, subject to clause (c) below, end on the last Business Day of the last calendar month
of such Interest Period and (c) notwithstanding anything to the contrary in this Agreement, no Interest Period shall extend beyond the
Stated Maturity Date. For purposes hereof, the date of a Term SOFR Borrowing shall initially be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent continuation of such Borrowing.


 


“Interim Order”
means an order of the Bankruptcy Court, in the form set forth in Exhibit E authorizing on an interim basis, among other
things, the DIP Facility and the Transactions contemplated by this Agreement (other than the DLP VII Transaction), with only such modifications
as are satisfactory to the Administrative Agent in its sole discretion (as the same may be amended, supplemented, or modified from time
to time after entry thereof with the consent of the Administrative Agent in its sole discretion) as to which no stay has been entered.


 




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“Interim Order Entry
Date” means the date on which the Interim Order is entered by the Bankruptcy Court.


 


“Internal Revenue Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Investment”
means, with respect to a specified Person, (i) any Equity Interests, evidences of Indebtedness or other Securities (including any option,
warrant or other right to acquire any of the foregoing) of, (ii) any capital contributions, loans or advances (other than trade advances
made by and among the Credit Parties in the ordinary course of business that would be recorded as accounts receivable on the balance sheet
of the specified Person prepared in conformity with GAAP) to, (iii) the making or any deposit with, (iv) any Guarantees of any Indebtedness
of (including any such Guarantees arising as a result of the specified Person being a co-maker of any note or other instrument or a joint
and several co-applicant with respect to any letter of credit or letter of guaranty), or (v) any other investments in (including any investment
in the form of transfer of property for consideration that is less than the fair value thereof), any other Person that are held or made
by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall
be the aggregate principal amount thereof made on or prior to such date of determination, minus the amount, as of such date of determination,
of any Returns with respect thereto, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of
any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall
be determined in accordance with the definition of the term “Guarantee”, (c) any Investment in the form of a purchase or other
acquisition for value of any Equity Interests, evidences of Indebtedness or other Securities of any Person shall be the fair value of
the consideration therefor (including any Indebtedness assumed in connection therewith), plus the fair value (as so determined)
of all additions, as of such date of determination, thereto, and minus the amount, as of such date of determination, of any Returns
with respect thereto, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs
with respect to, such Investment after the time of such Investment, (d) any Investment (other than any Investment referred to in clause
(a), (b) or (c) above) in the form of a transfer of Equity Interests or other property by the investor to the investee, including any
such transfer in the form of a capital contribution, shall be the fair value of such Equity Interests or other property as of the time
of such transfer (less, in the case of any investment in the form of transfer of property for consideration that is less than the fair
value thereof, the fair value (as so determined) of such consideration as of the time of the transfer), minus the amount, as of
such date of determination, of any Returns with respect thereto, but without any other adjustment for increases or decreases in value
of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such transfer, and (e) any Investment (other
than any Investment referred to in clause (a), (b), (c) or (d) above) in any Person resulting from the issuance by such Person of its
Equity Interests to the investor shall be the fair value of such Equity Interests at the time of the issuance thereof.


 


“IRS” means
the U.S. Internal Revenue Service.


 


“Junior Indebtedness”
means any Indebtedness that is subordinated in right of payment to the Obligations or secured on a junior basis with respect to the Collateral
securing the Obligations.


 


“Key Person”
as defined in the definition of Key Person Event.


 






    20


     


    

 


“Key Person
Event” means any event or circumstance that results in any of Brian Bailey, Tim Evans or Murray Holland (each, a
“Key Person”) no longer being actively involved in the day-to-day business of the Credit Parties and their
Subsidiaries with at least the same level of responsibility as such individual possesses during the previous calendar quarter or no
longer devoting substantially all of such individual’s business time and attention to the business of the Credit Parties and
their Subsidiaries; provided that such event shall not be a Key Person Event unless the Credit Parties shall have failed to
appoint a replacement of any such Key Person who is reasonably acceptable to the Administrative Agent within thirty (30) days of
such event or circumstance, with the Administrative Agent’s approval not to be unreasonably withheld, delayed or conditioned; provided, further,
that in the event that (x) the Credit Parties fail to propose any such Person or (y) any such Person proposed by the Credit Parties
is not approved by the Administrative Agent within such thirty (30) day period, the Administrative Agent shall have an additional
fifteen (15) day period to offer at least five (5) potential chief restructuring officer candidates who shall be employees of FTI,
AlixPartners, LLP, Alvarez & Marsal Holdings, LLC and/or Ankura Consulting Group, LLC, in which case it shall not be a Key
Person Event if the Credit Parties accept the appointment of such Person as chief restructuring officer promptly thereafter.


 


“Lender”
means each Person listed on the signature pages hereto as a Lender, and any other Person that shall have become a party hereto in accordance
with the terms hereof pursuant to an Assignment Agreement, other than any such Person that shall have ceased to be a party hereto pursuant
to an Assignment Agreement.


 


“Lien” means
any lien, mortgage, pledge, assignment, security interest, hypothecation, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing.


 


“Loan” means
a Term Loan.


 


“Margin Stock”
as defined in Regulation U.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, results of operations, assets, financial condition or prospects of the Borrower,
(b) the ability of the Credit Parties to fully and timely perform their obligations under the Credit Documents, (c) the legality,
validity, binding effect or enforceability against the Credit Parties of any Credit Documents to which they are party or (d) the
rights, remedies and benefits available to, or conferred upon, any Agent, any Lender or any Secured Party under the Credit Documents (other
than, in each case, (i) as a result of the events leading up to the commencement of the Cases and those events or circumstances customarily
resulting from the commencement of the Cases, in each case, taking into account the effect of the automatic stay under the Bankruptcy
Code, and (ii) as a result of the existing proceeding or investigation described on Schedule 4.9 as of the Petition Date,
but excluding any subsequent adverse developments, proceedings or actions  related thereto based upon facts and circumstances which
were not otherwise disclosed to the Administrative Agent by the Borrower on or before the Petition Date).


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Guarantees under the Credit Documents), or obligations in respect of one or more Hedge Agreements,
of any one or more of the Borrower and the Restricted Subsidiaries in an aggregate principal amount of $1,000,000 or more and shall include,
without limitation, Indebtedness under the Indenture Documents. In the case of any Material Indebtedness that is a Guarantee of any other
Indebtedness, each reference to “Material Indebtedness” shall be deemed to include a reference to such Guaranteed Indebtedness.
For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted
Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.


 




    21


     


    


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor to its rating agency business.


 


“Multiemployer Plan”
means any Employee Benefit Plan that is a “multiemployer plan” as defined in Section 3(37) of ERISA.


 


“Net Proceeds”
means, with respect to any event, (a) the Cash (which term, for purposes of this definition, shall include Cash Equivalents) proceeds
received in respect of such event, including any Cash received in respect of any noncash proceeds, but only as and when received, net
of (b) the sum, without duplication, of (i) all reasonable fees and out-of-pocket expenses (including any underwriting discounts
and commissions) paid in connection with such event by the Borrower or any Restricted Subsidiary to Persons that are not Subject Entities
or Affiliates of the Borrower or any Restricted Subsidiary, and (ii) in the case of any Asset Sale or Insurance Event, (A) the amount
of all payments (including in respect of principal, accrued interest and premiums) required to be made by the Borrower and the Restricted
Subsidiaries as a result of such event to repay Indebtedness of the Borrower or the Restricted Subsidiaries of the types referred to in
clauses (a) through (e) of the definition of “Indebtedness” secured by the assets subject thereto, and (B) the amount
of all Taxes paid (or reasonably estimated to be payable) by the Borrower or any Restricted Subsidiary, and the amount of any reserves
established by the Borrower or any Restricted Subsidiary in conformity with GAAP to fund purchase price adjustment, indemnification and
similar contingent liabilities reasonably estimated to be payable that are, in each case, directly attributable to the occurrence of such
event.


 


“New-Money Loans”
means the Initial Loans, the Supplemental Initial Loans and the Delayed Draw Loans.


 


“NFLP” as
defined in the preamble hereto.


 


“Note” means
a promissory note issued to any Lender pursuant to Section 2.6(c).


 


“Obligations”
means all obligations of every nature of each Credit Party under this Agreement and the other Credit Documents, whether for principal,
interest (including default interest accruing pursuant to Section 2.9 and interest (including such default interest) that would continue
to accrue pursuant to the Credit Documents on any such obligation after the commencement of any proceeding under the Debtor Relief Laws
with respect to any Credit Party, whether or not such interest is allowed or allowable against such Credit Party in any such proceeding),
fees (including prepayment fees), expenses, indemnification or otherwise.


 


“Obligations Guarantee”
means the Guarantee of the Obligations created under Section 7.


 


“OFAC” means
the United States Treasury Department Office of Foreign Assets Control.


 


“Orders”
means the Interim Order and the Final Order, as applicable, in each case upon entry thereof by the Bankruptcy Court.


 


“Organizational
Documents” means (a) with respect to any corporation or company, its certificate or articles of incorporation,
organization or association, as amended, and its bylaws, as amended, (b) with respect to any limited partnership, its certificate or
declaration of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any general
partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its certificate of
formation or articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of
this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar
governmental official, the reference to any such “Organizational Document” shall only be to a document of a type
customarily certified by such governmental official.


 






    22


     


    

 


“Other Connection Taxes”
means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction
imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, this Agreement or any other Credit Document, except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment made pursuant to Section 2.22).


 


“Participant Register”
as defined in Section 10.6(g).


 


“PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III
of Pub. L. 107-56).


 


“PBGC” means
the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any Employee Benefit Plan, other than a Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code or Section
302 of ERISA.


 


“Permitted Lien”
means any Lien permitted by Section 6.2.


 


“Person”
means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership,
joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any Governmental Authority.


 


“Petition Date”
as defined in the preamble hereto.


 


“PJT” means
PJT Partners LP, a Delaware limited partnership.


 


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


 


“Private-Side Information”
means any information with respect to the Borrower and the Subsidiaries that is not Public-Side Information.


 




    23


     


    


 


“Pro Rata Share”
means, with respect to any Lender, at any time, the percentage obtained by dividing (i) the Term Loan Exposure of such Lender at such
time by (ii) the aggregate Term Loan Exposure of all the Lenders at such time.


 


“Proposed
Budget” as defined in Section 5.1(m).


 


“Public Lenders”
means Lenders that do not wish to receive Private-Side Information.


 


“Public-Side Information”
means information that is either (a) available to all holders of Traded Securities of the Borrower or any Subsidiary or (b) not material
non-public information (for purposes of United States federal, state or other applicable securities laws).


 


“Recipient”
means any Agent and any Lender.


 


“Register”
as defined in Section 2.6(b).


 


“Regulation D”
means Regulation D of the Board of Governors.


 


“Regulation T”
means Regulation T of the Board of Governors.


 


“Regulation U”
means Regulation U of the Board of Governors.


 


“Regulation X”
means Regulation X of the Board of Governors.


 


“Related Fund”
means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed
or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the directors, officers, partners, members, trustees, employees,
controlling persons, agents, administrators, managers, representatives and advisors of such Person and of such Person’s Affiliates.


 


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration
into or through the environment or from, under, within or upon any building, structure, facility or fixture.


 


“Released DIP Parties”
as defined in Section 2.23.


 


“Releasing Parties”
as defined in Section 2.23.


 


“Requisite Lenders”
means, at any time, two or more Lenders (counting for purposes of this definition Lenders that are Affiliates or are under common management
as one single Lender) having or holding Term Loan Exposure representing more than 50% of the sum of the Term Loan Exposure of all the
Lenders at such time. For purposes of this definition, the amount of Term Loan Exposure shall be determined by excluding the Term Loan
Exposure of any Defaulting Lender.


 


“Restricted Junior
Payment” means (a) any dividend or other distribution, direct or indirect (whether in Cash, Securities or other property),
with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, (b) any payment or distribution, direct or indirect
(whether in Cash, Securities or other property), including any sinking fund or similar deposit, on account of any direct or indirect redemption,
retirement, purchase, acquisition, exchange, conversion, cancelation or termination of, or any other return of capital with respect to,
any Equity Interests in the Borrower or any Restricted Subsidiary, (c) any payment or other distribution, direct
or indirect (whether in Cash, Securities or other property) of or in respect of principal of or interest or premium on any other Indebtedness,
or any payment or other distribution (whether in Cash, Securities or other property), including any sinking fund or similar deposit, on
account of the redemption, retirement, purchase, acquisition, defeasance (including in-substance or legal defeasance), exchange, conversion,
cancelation or termination of any other Indebtedness or (d) any payment or other distribution, direct or indirect (whether in Cash, Securities
or other property), to any Subject Entity.


 




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“Restricted Subsidiary”
means any Subsidiary of Holdings (other than GWG Life), including, without limitation, GWG Life USA, GWG MCA Capital, Inc., DLP IV, GWG
DLP Funding V Holdings, LLC, GWG DLP Funding V, LLC, DLP Holdings VI and DLP VI; provided, that no Subject Entity shall constitute
a Restricted Subsidiary for purposes of this Agreement.


 


“Returns”
means (a) with respect to any Investment in the form of a loan or advance, the repayment to the investor in Cash or Cash Equivalents of
principal thereof and (b) with respect to any other Investment, any return of capital received by the investor in Cash or Cash Equivalents
in respect of such Investment.


 


“S&P”
means S&P Global Ratings, or any successor to its rating agency business.


 


“Sale Leaseback Transaction”
means an arrangement relating to property owned by the Borrower or any Restricted Subsidiary whereby the Borrower or such Restricted Subsidiary
Disposes of such property to any Person and the Borrower or any Restricted Subsidiary leases such property, or other property that it
intends to use for substantially the same purpose or purposes as the property Disposed of, from such Person or its Affiliates.


 


“Sanctioned Country”
means, at any time, a country, region or territory that is itself the subject or target of any Sanctions (at the date of this Agreement,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Crimea region of Ukraine, Iran, North
Korea, Syria and Venezuela).


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the US Department of State,
the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state,
Her Majesty’s Treasury of the United Kingdom or the Department of Foreign Affairs, Trade and Development (Canada), (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person controlled or 50% or more owned by any such Person or Persons
described in clause (a) or (b) above.


 


“Sanctions”
as defined in Section 4.21.


 


“Sanctions Laws”
as defined in Section 4.21.


 


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


 


“Secured Parties”
means the collective reference to the Administrative Agent, the Collateral Agent and the Lenders.


 


“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes or other evidences of indebtedness, secured
or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or
any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or
any right to subscribe to, purchase or acquire, any of the foregoing.


 






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“Securities Act”
means the Securities Act of 1933.


 


“Security Agreement”
means the Debtor-In-Possession Security Agreement, dated as of the date hereof, among the Borrower, the other Credit Parties and the Collateral
Agent.


 


“Shared Services Agreement”
means the Shared Services Agreement, dated as of May 27, 2020 and effective as of January 1, 2020, between BEN and Holdings.


 


“SOFR” means
a rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor
administrator of the secured overnight financing rate) on its website.


 


“SPV Credit Facilities”
means (i) the DLP IV Credit Agreement and (ii) the DLP VI Credit Agreement.


 


“Stated Maturity Date”
means October 20, 2022.


 


“Stay Relief
Hearing” as defined in Section 8.2.


 


“Stay Remedy
Order” as defined in Section 8.2.


 


“Subject Entities”
means FOXO, BEN and their respective Subsidiaries.


 


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, (a) any Person the accounts of which would be consolidated
with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in conformity
with GAAP as of such date and (b) any other Person  of which Equity Interests representing more than 50% of the equity value
or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent. Unless otherwise specified, all references herein to Subsidiaries shall be deemed to refer to the Subsidiaries of the Borrower.
For purposes of certainty, no Subject Entity shall constitute a Subsidiary of Holdings for purposes of this Agreement.


 


“Superpriority Claim”
as defined in Section 4.23(b).


 


“Supplemental Collateral
Questionnaire” means a certificate providing additional information as may be required to create, perfect or enforce any Liens
on any Collateral in a form approved by the Requisite Lenders, acting reasonably.


 


“Supplemental Initial
Commitment” means, with respect to each Lender, the commitment of such Lender to make a Supplemental Initial Loan to the Borrower
in an aggregate principal amount not to exceed the product of (x) the Aggregate Supplemental Initial Commitment and (y) such Lender’s
Pro Rata Share immediately prior to the determination of the Aggregate Supplemental Initial Commitment in accordance with the definition
thereof, as such aggregate principal amount may be adjusted from time to time in accordance with this Agreement.


 


“Supplemental Initial
Loan” as defined in Section 2.1(a).


 




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


 


“Term Borrowing”
means a Borrowing comprised of Term Loans.


 


“Term Loan”
means any of (i) an Initial Loan made by a Lender to the Borrower, (ii) a Supplemental Initial Loan made by a Lender to the Borrower and
(iii) a Delayed Draw Loan made by a Lender to the Borrower.


 


“Term Loan Exposure”
means, with respect to any Lender at any time, the sum of (a) the unused Initial Commitment, the unused Supplemental Initial Commitment
and the unused Delayed Draw Commitment of such Lender at such time and (b) the aggregate principal amount of the Term Loans of such Lender
outstanding at such time; provided, that the Term Loan Exposure shall not at any time exceed $65,000,000 in the aggregate, plus
any Discretionary DIP Overadvances.


 


“Term Loan Lender Advisors”
means (w) Sidley Austin LLP, (x) ArentFox Schiff LLP, (y) Institutional Life Services, LLC and its Affiliates and (z) any other financial
advisor, auditor, attorney, accountant, appraiser, auditor, business valuation expert, environmental engineer or consultant, turnaround
consultant, and other consultants, professionals and experts reasonably retained by the Lenders.


 


“Term SOFR”
means the forward-looking term rate based on SOFR as published by the Term SOFR Administrator for a one-month period on the Term SOFR
Determination Day as such rate is published by the TERM SOFR Administrator; provided that, if the Administrative Agent determines
that any such lookback or other conventions for this rate selected is not administratively, operationally, or technically feasible for
the Administrative Agent, then the Administrative Agent may establish another convention in its sole discretion.


 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) as administrator of the forward-looking Term SOFR (or a successor administrator
selected by the Administrative Agent in its sole discretion).


 


“Term SOFR Determination
Day” means the 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.


 


“Term SOFR Loan”
means a Loan bearing interest at a rate determined by reference to Adjusted Term SOFR.


 


“Termination Date”
means the earliest of (a) the Stated Maturity Date, (b) the termination of unused Commitments with respect to the DIP Facility and/or
the date of acceleration of the Loans in accordance with the terms of this Agreement upon and during the continuance of an Event of Default,
(c) the date of payment in full in cash of all Obligations (other than any contingent Obligations that survive the expiration or termination
of this Agreement) and termination of all of the Commitments pursuant to the terms herein or (d) the effective date of the Debtors’
Approved Plan.


 


“Traded Securities”
means any debt or equity Securities issued pursuant to a public offering registered under the Securities Act or Rule 144A offering or
other similar private placement.


 




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“Transactions”
means the execution and delivery of this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby
and the payment of fees and expenses in connection with the foregoing.


 


“Type” when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to Adjusted Term SOFR or the Base Rate.


 


“UCC” means
the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.


 


“U.S. Government Securities
Business Day” means any day except for (i) a Saturday, (ii) a Sunday and (iii) 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.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code and
any disregarded entity (for U.S. federal income tax purposes) owned by such Person.


 


“U.S. Tax Compliance
Certificate” as defined in Section 2.19(f)(ii)(B)(3).


 


“Variance
Limit” as defined in Section 6.7.


 


“Wells
Fargo” as defined in Section 3.1(n).


 


“wholly owned”,
when used in reference to a Subsidiary of any Person, means that all the Equity Interests in such Subsidiary (other than directors’
qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are
owned, beneficially and of record, by such Person, another wholly owned Subsidiary of such Person or any combination thereof.


 


“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the EU Bail-In Legislation Schedule.


 


1.2. Accounting Terms. Except
as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in conformity with
GAAP as in effect from time to time; provided that (i) if the Borrower, by notice to the Administrative Agent, shall request an
amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent or the Requisite Lenders, by notice to the Borrower, shall
request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change
in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith
and (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall
be construed, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to any election
under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) (and related interpretations) to value any Indebtedness or other liabilities of
the Borrower or any Subsidiary at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner
as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (C) without
giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed
Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on May 16, 2013, or any other
proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating
any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required
to be so treated under GAAP as in effect on December 31, 2017.


 






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1.3. Interpretation, Etc.
Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.
References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an
Exhibit to, this Agreement, unless otherwise specifically provided. 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”. The words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including
Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations,
codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons
customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. The words “not otherwise applied”,
and words of similar import, when used with reference to any amount of Net Proceeds of any issuance or sale of Equity Interests that
is proposed to be applied to any particular use, payment or transaction, shall be construed to mean that such amount was not previously
applied, or is not simultaneously being applied, to any other use, payment or transaction other than such particular use, payment or
transaction. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference
to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring
to such agreement, instrument or other document, as the case may be, as amended, restated, amended and restated, supplemented. waived
or otherwise modified from time to time in accordance with its terms (including on or prior to the date hereof), subject to any restriction
on any such amendment, restatement, amendment and restatement, supplement. waiver or otherwise modified or other modification set forth
herein, (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to
time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute
shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c)
any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions
on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental
Authority or entity that shall have succeeded to any or all functions thereof, and (d) 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. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined
herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Unless the context otherwise requires,
any reference herein to DLP IV or DLP VI owning a life insurance policy shall include any life insurance policy that is held in a securities
account for the benefit of DLP IV or DLP VI, as applicable.


 


1.4. Classification of Loans
and Borrowings . For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Term
SOFR Loan” or “Base Rate Loan”, a “Term SOFR Borrowing” or “Base Rate Borrowing”).


 






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SECTION 2.
LOANS


 


2.1. Loans. (a) Commitments.
Subject to the terms and conditions hereof and in the Orders, each Lender agrees to (i) following the Interim Order Entry Date and upon
the satisfaction of the conditions to Borrowing set forth in Sections 3.1 and 3.4, make a term loan to the Borrower in a single Borrowing
on the Closing Date in a principal amount in Dollars not to exceed such Lender’s Initial Commitment (the “Initial Loan”),
(ii) upon the satisfaction of the conditions to Borrowing set forth in Sections 3.2 and 3.4, make a term loan to the Borrower in a single
Borrowing, on the sixth (6th) Business Day following the Final Order Deadline, unless the Final Order Entry Date has occurred
prior to such sixth (6th) Business Day, in a principal amount in Dollars not to exceed such Lender’s Supplemental Initial
Commitment (the “Supplemental Initial Loan”) and (iii) following the Final Order Entry Date and upon the satisfaction
of the conditions to Borrowing set forth in Sections 3.3 and 3.4, to make additional delayed draw term loans to the Borrower from time
to time during the period commencing on the Final Order Entry Date and ending on the Delayed Draw Commitment Termination Date (but in
any event, not more frequently than once per week) (the “Delayed Draw Loans”) in an aggregate principal amount for
all such Borrowings under this clause (iii) not to exceed such Lender’s Delayed Draw Commitment. Following the making of the Initial
Loan by a Lender, the Initial Commitment of such Lender shall terminate, and following the making of the Supplemental Initial Loan by
a Lender, the Supplemental Initial Commitment of such Lender shall terminate. Following the making of any Delayed Draw Loans by a Lender,
the Delayed Draw Commitment of such Lender shall be reduced by the amount of such Delayed Draw Loans so made. To the extent not terminated
earlier, each Lender’s Supplemental Initial Commitment and Delayed Draw Commitment shall terminate immediately and without further
action on the Termination Date. Once funded, each Initial Loan, Supplemental Initial Loan and Delayed Draw Loan shall be a “Loan”,
a “New-Money Loan” and a “Term Loan” for all purposes under this Agreement and the other Credit Documents.


 


Amounts borrowed, deemed borrowed
or exchanged under ‎Section 2.1(a) and repaid or prepaid may not be reborrowed.


 


(b) 
Borrowing Mechanics for Loans.


 


(i)   
Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Type made by the Lenders proportionately
to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Term SOFR Term Borrowing, such Borrowing shall
be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess of such amount (or such different amount that constitutes
the full amount of the Term Loans outstanding); provided that a Term SOFR Term Borrowing that results from an automatic continuation
of an outstanding Term SOFR Term Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing.


 


(ii) 
To request a Term Borrowing, the Borrower Representative shall deliver to the Administrative Agent and the Lenders’ financial
advisor a fully completed and executed Funding Notice (A) in the case of a Term SOFR Term Borrowing, not later than 11:00 a.m. (New York
City time) at least three Business Days in advance of the proposed Credit Date (which shall be a Business Day) and (B) in the case of
a Base Rate Borrowing on and after the date that the Administrative Agent determines in its sole discretion that (i) a Benchmark Transition
Event has occurred or Term SOFR is otherwise unavailable and (ii) Base Rate Borrowings are permitted hereunder, not later than 11:00 a.m.
(New York City time) at least one Business Day in advance of the proposed Credit Date (which shall be a Business Day). Promptly upon receipt
by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of
the details thereof and of the amount of such Lender’s Term Loan to be made as part of the requested Term Borrowing. Following delivery
of a Funding Notice for a Term SOFR Term Borrowing, any failure to make such Borrowing shall be subject to Section 2.17(c).


 




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(iii) 
 Each Lender shall make the principal amount of each Term Loan required to be made by it hereunder on any Credit Date available
to the Administrative Agent not later than 12:00 p.m. (New York City time) on such Credit Date by wire transfer of same day funds
in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction
or waiver of the applicable conditions precedent specified herein and receipt by the Administrative Agent of all of the proceeds of the
Loans, the Administrative Agent will make each such Term Loan available to the Borrower by promptly remitting the amounts so received,
in like funds, to the DIP Facility Proceeds Account, except in the case of a Delayed Draw Loan, amounts so received shall be remitted,
in like funds, to the Delayed Draw Premium Reserve Account until the aggregate amount remitted to the Delayed Draw Premium Reserve Account
pursuant to this Section 2.1(b)(iii) in respect of any one or more Delayed Draw Loans equals the Delayed Draw Premium Reserve Amount (and,
thereafter, to the DIP Facility Proceeds Account).


 


(iv) 
Upon the written request of the Borrower to release funds in the Delayed Draw Premium Reserve Account for use in accordance with
Section 5.14(c), so long as an Event of Default shall not have occurred and be continuing (unless the Administrative Agent agrees in its
reasonable discretion), the Administrative Agent shall promptly instruct the applicable depositary bank to release or transfer such funds
to the applicable account of DLP IV as so requested by the Borrower.


 


2.2. Discretionary DIP Overadvances
. Notwithstanding anything to the contrary contained in this Agreement, Administrative Agent shall be exclusively authorized, in
its reasonable discretion, to make any Delayed Draw Loan in excess of the Delayed Draw Commitment (each, a “Discretionary DIP
Overadvance”) in an aggregate amount not to exceed $10,000,000 outstanding at any time, if the Administrative Agent deems such
additional Delayed Draw Loans to be necessary or desirable to preserve or protect any Collateral (or any portion thereof) or to enhance
the likelihood of repayment of the Obligations; provided, that any Discretionary DIP Overadvance shall not reduce the Commitment,
the Initial Commitment, the Supplemental Initial Commitment or the Delayed Draw Commitment. If a Discretionary DIP Overadvance is made,
or permitted to remain outstanding, pursuant to the preceding sentence, then all Lenders shall be bound to make, or permit to remain
outstanding, such Discretionary DIP Overadvance based upon their Pro Rata Share in accordance with the terms of this Agreement, regardless
of whether the conditions to lending set forth in Section 3.2, 3.3 or 3.4 have been met. The obligation of each Lender to participate
in each Discretionary DIP Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i)
any setoff, counterclaim, recoupment, defense or other right which such Person may have against any other Credit Party, the Borrower
or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, or (iii) any other
occurrence, event or condition. The making of any such Discretionary DIP Overadvance on any one occasion shall not obligate the Administrative
Agent or any Lender to make or permit any Discretionary DIP Overadvance on any other occasion. No funding of a Discretionary DIP Overadvance
shall constitute a waiver by the Administrative Agent or the Lenders of any Default or Event of Default. In no event shall Borrower or
any other Credit Party be deemed a beneficiary of this Section 2.2 nor authorized to enforce any of its terms. All Discretionary DIP
Overadvances (including any interest thereon) shall be payable by the Borrower on demand by the Administrative Agent or the Requisite
Lenders. All Discretionary DIP Overadvances shall constitute a Delayed Draw Loan subject to Interest and Default Interest pursuant to
this Agreement and for all purposes be Obligations secured by the Collateral and entitled to all benefits of this Agreement and the other
Credit Documents. Amounts borrowed, deemed borrowed or exchanged under Section 2.2 and repaid or prepaid may not be reborrowed.


 


2.3.
[Reserved].


 


2.4. Pro Rata Shares; Obligations
Several; Availability of Funds. (a) All Loans on the occasion of any Borrowing shall be made by the Lenders in proportion to their
applicable Pro Rata Shares. The failure of any Lender to make any Loan shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments and other obligations of the Lenders hereunder are several, and no Lender shall be responsible for
the failure of any other Lender to make any Loan or to satisfy any of its other obligations hereunder.


 






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(b) 
Unless the Administrative Agent shall have been notified by a Lender prior to the applicable Credit Date that such Lender does
not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested to be made on such Credit Date,
the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and
may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made the amount of its Loan available to the Administrative Agent, then such 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 such payment to the Administrative Agent, at (i) in
the case of a payment to be made by such Lender, (A) at any time prior to the third Business Day following the date such amount is made
available to the Borrower, the Federal Funds Effective Rate and (B) thereafter, the Base Rate or (ii) in the case of a payment to be made
by the Borrower, the interest rate applicable hereunder to Base Rate Loans. If the Borrower and such Lender shall both 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 such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in the applicable Borrowing.


 


2.5. Use of Proceeds. The
Borrower will use the proceeds of any Borrowing (as well as any Cash Collateral) solely in accordance with the Approved Budget (subject
to the Variance Limit) and the Orders, for (a) working capital and general corporate purposes of the Borrower, (b) current interest,
fees and expenses under this Agreement and the other Credit Documents, (c) costs, fees and expenses approved under the Orders, (d) capital
contributions to certain non-debtor subsidiaries to the extent permitted under Section 6.6(c) and (e) administrative costs and expenses
related to the administration of the Cases, in each case, not in contravention of any applicable law and not in violation of this Agreement
or the other Credit Documents. Except to the extent set forth in the Orders, no proceeds of the DIP Facility, any Collateral or any Cash
Collateral may be used for any fees or expenses incurred in connection with the investigation, initiation or prosecution of any claims,
causes of action, adversary proceedings or other litigation against (i) the Administrative Agent or the Lenders or (ii) in connection
with challenging, invalidating, disallowing, recharacterizing, setting aside, avoiding, subordinating, in whole or in part, or taking
or attempting to take any other action to render unenforceable, the liens, claims, interests and adequate protection of the Administrative
Agent and the Lenders, including for the avoidance of doubt, objecting to or contesting the validity, extent, amount, perfection, priority,
or enforceability of the obligations under the DIP Facility or the Liens securing the Obligations.


 


2.6. Evidence of Debt; Register;
Notes. (a) Lenders’ Evidence of Debt. Each Lender shall maintain records evidencing the Obligations of the Borrower
owing to such Lender, including the principal amount of the Loans made by such Lender and each repayment and prepayment in respect thereof.
Such records maintained by any Lender shall be prima facie evidence thereof, absent manifest error; provided that the failure
to maintain any such records, or any error therein, shall not in any manner affect the obligation of the Borrower to pay any amounts
due hereunder in accordance with the terms hereof; provided further that in the event of any inconsistency between the records
maintained by any Lender and the records maintained by the Administrative Agent, the records maintained by the Administrative Agent shall
govern and control.


 




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(b) 
 Register. The Administrative Agent shall maintain records of the name and address of, and the Commitments of and the principal
amount of and stated interest on the Loans owing to, each Lender from time to time (the “Register”). The entries in
the Register shall be prima facie evidence thereof, absent manifest error; provided that the failure to maintain the Register,
or any error therein, shall not in any manner affect the obligation of any Lender to make a Loan or other payment hereunder or the obligation
of the Borrower to pay any amounts due hereunder, in each case in accordance with the terms of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender (but, in the case of a Lender, only with respect to (i) any entry relating to such Lender’s
Commitments or Loans and (ii) the identity of the other Lenders (but not information as to such other Lenders’ Commitments
or Loans)) at any reasonable time and from time to time upon reasonable prior notice. The Borrower hereby designates the Person serving
as the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided
in this Section 2.6(b) and agrees that, in consideration of such Person serving in such capacity, such Person and its Related Parties
shall constitute “Indemnitees”.


 


(c) 
Notes. Upon the request of any Lender by written notice to the Borrower (with a copy to the Administrative Agent), the Borrower
shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender,
to such Lender and its registered assigns) to evidence such Lender’s Loans, which shall be substantially in the form attached hereto
as Exhibit F.


 


2.7. Interest on Loans.
(a) Subject to Section 2.9, each Loan shall bear interest on the outstanding principal amount thereof from the date made or deemed
made through repayment (whether by acceleration or otherwise) thereof as follows:


 


(i)   
if a Base Rate Loan, at the Base Rate plus the Applicable Rate with respect to Loans; or


 


(ii) 
if a Term SOFR Loan, at Adjusted Term SOFR plus the Applicable Rate with respect to Loans.


 


The applicable Base Rate or Adjusted Term SOFR
shall be determined by the Administrative Agent, and such determination shall be conclusive and binding on the parties hereto, absent
manifest error.


 


(b) 
The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Term SOFR
Borrowing, shall be selected by the Borrower Representative pursuant to the applicable Funding Notice delivered in accordance herewith.


 


(c) 
All Loans shall be Term SOFR Loans unless the Administrative Agent determines in its sole discretion that a Benchmark Transition
Event has occurred or Term SOFR is otherwise unavailable and the Administrative Agent has affirmatively elected in its sole discretion
to cause all Loans to be treated as Base Rate Loans.


 


(d) Interest payable
pursuant to Section 2.7(a) shall be computed (i) in the case of Base Rate Loans, on the basis of a 360-day year (or, in the case of
Base Rate Loans determined by reference to the Prime Rate, a 365-day or 366-day year, as applicable), and (ii) in the case of Term
SOFR Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which such
interest accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan being converted from a Term SOFR Loan on and after the date that the
Administrative Agent determines in its sole discretion that (i) a Benchmark Transition Event has occurred or Term SOFR is otherwise
unavailable and (ii) Base Rate Loans are permitted hereunder, the date of conversion of such Term SOFR Loan to such Base Rate Loan,
as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable
to such Loan or, with respect to a Base Rate Loan being converted to a Term SOFR Loan, the date of conversion of such Base Rate Loan
to such Term SOFR Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it
is made, one day’s interest shall accrue on such Loan.


 






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(e) 
Except as otherwise set forth herein, accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date
applicable to such Loan, (ii) upon any voluntary or mandatory repayment or prepayment of such Loan, to the extent accrued on the amount
being repaid or prepaid, (iii) on the Termination Date and (iv) in the event of any conversion of a Term SOFR Loan prior to the end
of the Interest Period then applicable thereto as a result of the Administrative Agent determining in its sole discretion that a Benchmark
Transition Event has occurred or Term SOFR is otherwise unavailable, on the effective date of such conversion.


 


(f) 
In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Benchmark Administration
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing
such Benchmark Administration 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
Administration Changes in connection with the use or administration of Term SOFR.


 


2.8. Continuation. Unless
the Administrative Agent has notified the Borrower Representative that a Benchmark Transition Event has occurred or Term SOFR is otherwise
unavailable, all outstanding Term SOFR Borrowings shall automatically continue, at the end of the Interest Period applicable to such
Term SOFR Borrowing, as a Term SOFR Borrowing of the same Interest Period.


 


2.9. Default Interest. If
any amount of principal of any Loan is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at an interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable
Laws. If any amount (other than principal of any Loan) payable by the Borrower under any Credit Document is not paid when due, whether
at stated maturity, by acceleration or otherwise, then following any applicable cure period and upon the request of the Requisite Lenders,
such amount shall thereafter bear interest at an interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws and shall continue to bear interest at such rate until but excluding the date on which such Event of Default
is cured or waived. Upon the request of the Requisite Lenders, while any Event of Default exists (other than as a result of the immediately
preceding two sentences), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at an interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest
on past due amounts (including interest on past due interest) shall be due and payable upon demand. Payment or acceptance of the increased
rates of interest provided for in this Section 2.9 is not a permitted alternative to timely payment and shall not constitute a waiver
of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.


 


2.10. Fees. (a) The Borrower
agrees to pay to the Administrative Agent and the Collateral Agent, for their own account, the fees in the amounts and at the times separately
agreed upon (including pursuant to the Administrative Agent Fee Letter) in respect of the credit facilities provided herein. Such fees
will be in addition to the payment of the Agents’ fees, costs and expenses pursuant to Sections 10.2 and 10.3 hereof.


 


(b) 
[Reserved].


 




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(c) 
 [Reserved].


 


(d) 
The Borrower agrees to pay to the Administrative Agent for the account of each Lender a ticking fee, which shall accrue at 0.50%
on the daily undrawn amount of the Lender’s Delayed Draw Commitment, commencing on the Closing Date, and continuing through and
including the Delayed Draw Commitment Termination Date. Accrued ticking fees shall be payable in arrears on each Interest Payment Date
and on the Delayed Draw Commitment Termination Date, commencing on the first such date to occur after the date hereof. All ticking 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).


 


(e) 
Fees paid hereunder and pursuant to the Administrative Agent Fee Letter shall be fully earned when due. Such fees shall not be
refundable or creditable under any circumstances except as may be expressly agreed in writing by the party to whom such fees are or are
to be paid.


 


2.11. Repayment on Maturity
Date. (a) To the extent not previously paid, all Term Loans and any applicable Exit Fee shall be due and payable on the Termination
Date.


 


(b) 
Each repayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their
applicable Pro Rata Shares.


 


2.12. Voluntary Prepayments.
(a) Voluntary Prepayments. (i) At any time, the Borrower may, without premium or penalty (other than the Exit Fee) but subject
to compliance with the conditions set forth in this Section 2.12(a) and with Section 2.24, prepay any Term Borrowing in whole or in part;
provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount of $1,000,000
or an integral multiple of $500,000 in excess of such amount (or such lesser amount that constitutes the full amount of the Term Loans
outstanding).


 


(ii) 
To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Borrower shall notify the Administrative Agent in writing
not later than 11:00 a.m. (New York City time) at least three Business Days prior to the date of prepayment. Each such notice shall
specify the prepayment date (which shall be a Business Day), the principal amount of each Borrowing or portion thereof to be prepaid and
the applicable Exit Fee, and shall be given in writing. Each such notice shall be irrevocable, and the principal amount of each Borrowing
specified therein shall become due and payable on the prepayment date specified therein; provided that a notice of prepayment of
any Borrowing pursuant to Section 2.12(a)(i) may state that such notice is conditioned upon the occurrence of one or more events specified
therein, in which case such notice may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified
date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall
advise the Lenders of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans
comprising such Borrowing in accordance with their applicable Pro Rata Shares.


 


2.13. Mandatory Prepayments.
(a) Asset Sales. On the date of receipt by the Borrower or any Restricted Subsidiary of any Net Proceeds in respect of any Asset
Sale or any payments or distributions on account of any interest (including any Equity Interest) or other right (including under any
debt or other security) that it holds in a Person (including any Subsidiary or Subject Entity), the Borrower shall prepay the Term Borrowings
(and pay any applicable Exit Fee) in an aggregate amount equal to 100% of such Net Proceeds or such payments or distributions.


 


(b) Insurance
Events. On the date of receipt by the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any
Net Proceeds in respect of any Insurance Event, the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100%
of such Net Proceeds.


 






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(c) 
Issuance of Debt. On the date of receipt by the Borrower or any Restricted Subsidiary of any Net Proceeds from the incurrence
of any Indebtedness (other than any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Term
Borrowings in an aggregate amount equal to 100% of such Net Proceeds.


 


(d) 
Extraordinary Receipts. On the date of receipt by the Borrower or any Restricted Subsidiary of any Extraordinary Receipts,
the Borrower shall prepay the Term Borrowings in an aggregate amount equal to one hundred percent (100%) of such Extraordinary Receipts.


 


(e) 
Notice and Certificate. At least one Business Day prior to any mandatory prepayment pursuant to this Section 2.13, the Borrower
(i) shall notify the Administrative Agent in writing of such prepayment and (ii) shall deliver to the Administrative Agent a certificate
of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment. Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and shall
be given in writing. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.
Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance
with their applicable Pro Rata Shares.


 


2.14. Waivable Mandatory Prepayments.
Notwithstanding anything herein to the contrary, any Lender may elect, by written notice to the Administrative Agent at least one Business
Day (or such shorter period as may be established by the Administrative Agent in its sole discretion) prior to the required prepayment
date, to decline all or any portion of any mandatory prepayment of its Term Loans pursuant to Section 2.13.


 


2.15. General Provisions Regarding
Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be
made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars, without defense, recoupment,
set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent in the United States of America
most recently designated by it for such purpose and received by the Administrative Agent not later than 2:00 p.m. (New York City time)
on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.18, 2.19,
2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received
by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereof.


 


(b) 
All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal
amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest
is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.


 


(c) 
Subject to the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder
with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder.


 




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(d) 
 Any payment hereunder by or on behalf of the Borrower to the Administrative Agent that is not received by the Administrative Agent
in same day funds prior to 2:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent shall determine otherwise,
be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability
of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the
date the funds received become available funds).


 


(e) 
If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1,
all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any
sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the application
arrangements set forth in this Agreement and the Security Agreement.


 


(f) 
Unless the Administrative Agent shall have been notified by 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 its sole discretion, but shall not be obligated to,
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 pay 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 (i)
at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative
Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.


 


2.16. Ratable Sharing. The
Lenders hereby agree among themselves that if any Lender shall, whether through the exercise of any right of set-off or banker’s
lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection
of a deposit treated as cash collateral under the Bankruptcy Code, receive payment of a portion of the aggregate amount of any principal,
interest and fees owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due”
to such Lender) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the
proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (a) notify the Administrative Agent and each other Lender in writing of the receipt of such
payment and (b) apply a portion of such payment to purchase (for cash at face value) participations in the Aggregate Amounts Due
to the other Lenders so that all such payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in accordance with
the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by any purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, such purchase
shall be rescinded and the purchase price paid for such participation shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Each Credit Party expressly consents to the foregoing arrangements and agrees that any holder
of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with
respect to any and all monies owing by such Credit Party to such holder with respect thereto as fully as if such holder were owed the
amount of the participation held by such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) 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 any payment made by the Borrower pursuant to Section 2.22, or (ii) any payment obtained
by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to
and in accordance with the express terms of this Agreement.


 






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2.17. Administration of the
Benchmark.


 


(a) 
If prior to any Interest Payment Date, the Administrative Agent determines in its sole discretion that, by reason of circumstances
affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark, (ii) the applicable Benchmark
is no longer in existence, (iii) continued implementation of the Benchmark is no longer administratively feasible or no significant market
practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to the Lenders
of making or maintaining the Loans or (v) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction
over the administrator of the applicable Benchmark has made a public statement identifying a specific date after which the Benchmark shall
no longer be made available or used for determining the interest rate of loans (each, a “Benchmark Transition Event”),
the Administrative Agent may give notice thereof to the Borrower Representative, whereupon the rate that will replace the Benchmark for
the accrual period immediately succeeding such Interest Payment Date, and for all subsequent accrual periods until such notice has been
withdrawn by the Administrative Agent, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other
adjustments to such benchmark rate (if any) incorporated therein) and (ii) the Floor, in lieu of the then-applicable Benchmark, together
with any proposed Benchmark Administration Changes, as determined by the Administrative Agent in its sole discretion.


 


(b) 
Subject to the following sentence, the Administrative Agent will have the right to make Benchmark Administration Changes from time
to time with respect to the Benchmark (including any Benchmark Replacement Rate) and will notify the Borrower of the effectiveness of
any such changes.


 


2.18. Increased Costs; Capital
Adequacy and Liquidity. (a) Increased Costs Generally. If any Change in Law shall:


 


(i)   
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve
Board 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)), 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 (b) through (d)
of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii) 
impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or any Loan 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 any such Loan or to reduce the amount of any sum received or receivable by such Lender or other
Recipient hereunder (whether of principal, interest or any other amount) then, from time to time 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.


 






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(b) 
Capital and Liquidity Requirements. 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 had 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 or liquidity), then from time to time
upon request of such Lender, 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.


 


(c) 
Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in Section 2.18(a) or 2.18(b) and delivered to the Borrower (with
a copy to the Administrative Agent), shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be,
the amount shown as due on any such certificate within 30 days after receipt thereof.


 


(d) 
Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.18 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 this Section 2.18 for any increased costs incurred or reductions suffered more than 120 days prior
to the date that such Lender, as the case may be, 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 120-day period referred to above shall be extended to include the period of retroactive effect
thereof).


 


(e) 
Certain Limitations. Notwithstanding any other provision of this Section to the contrary, no Lender shall request, or be
entitled to receive, any compensation pursuant to this Section unless it shall be the general policy or practice of such Lender to seek
compensation in similar circumstances under comparable provisions of other credit agreements, if any.


 


2.19. Taxes; Withholding, Etc.


 


(a) 
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party 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 applicable Credit Party shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.19)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b) 
Payment of Other Taxes by the Credit Parties. Each Credit Party 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.


 




    39


     


    


 


(c) 
 Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within
30 days after written 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 2.19) payable or paid by such Recipient or required to be withheld or deducted from
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
(including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d) 
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand
therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that no Credit Party has already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 10.6(g) 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 2.19(d).


 


(e) 
Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority
pursuant to this Section 2.19, such Credit Party 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
reasonably satisfactory to the Administrative Agent or the relevant Lender, as applicable.


 


(f) 
Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times 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 reasonably 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 two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Section 2.19(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s 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.


 






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(ii) 
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 W-8BEN-E, as applicable, establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from,
or reduction of, US federal withholding Tax pursuant to the “business profits” or “other income” article of such
tax treaty;


 


(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 G-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 W-8BEN-E, as applicable; 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 or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or
Exhibit G-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 G-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 US 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.


 


(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 clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of this Section 2.19,
the term “applicable law” includes FATCA.


 






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(iii) 
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.


 


(g) 
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.19 (including by the payment of additional amounts
pursuant to this Section 2.19), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.19 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this Section 2.19(g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this Section 2.19(g), in no event will the indemnified party be required to pay any amount to an indemnifying party
pursuant to this Section 2.19(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than
the indemnified party 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 giving rise to such refund had never been paid. This Section
2.19(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to
its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(h) 
Survival. Each party’s obligations under this Section 2.19 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.


 


2.20. Obligation to Mitigate.
If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any Indemnified Taxes or additional
amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall
(at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment
of such Lender, such designation or assignment and delegation (a) would eliminate or reduce amounts payable pursuant to Section 2.18
or 2.19, as the case may be, in the future and (b) 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 and delegation.


 


2.21. Defaulting Lenders.
(a) Defaulting Lender Adjustments. 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)   
Defaulting Lender Waterfall. 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 Section 8 or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 10.4 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent or the Collateral Agent under the Credit Documents; second, as the Borrower may request (so long as no Default or Event of
Default shall have occurred and be continuing), 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; third, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement; fourth, 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 fifth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(i) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(ii) 
Participation as Requisite Lender. The Commitments and Loans of such Defaulting Lender shall not be included in determining
whether the Requisite Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Credit Document
(including any consent to any amendment, waiver or other modification pursuant to Section 10.5); provided that any amendment, waiver
or other modification that under clauses (i), (ii), (iii), (iv), (v) or (vi) of Section 10.5(b) requires the consent of all Lenders affected
thereby shall require the consent of such Defaulting Lender in accordance with the terms thereof.


 


(b) 
Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer 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 at par that portion of outstanding Loans of
the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held by
the Lenders in accordance with their respective applicable Pro Rata Shares, 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.


 


2.22. Replacement of Lenders.
If (a) any Lender requests compensation under Section 2.18, (b) the Borrower is required to pay any Indemnified Taxes or additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 or (c) any Lender fails to consent
to a proposed waiver, amendment or other modification of any Credit Document, or to any departure of any Credit Party therefrom, that
under Section 10.5 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders) and with respect to which
the Requisite Lenders shall have granted their consent, in each case of immediately preceding clauses (a), (b) and (c), solely so long
as such Lender has declined or is unable to designate a different lending or issuing office in accordance with this Agreement, then the
Administrative Agent may, at Borrower’s sole expense, upon notice to such Lender and the Borrower Representative, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6, including
the consent requirements set forth therein), all its interests, rights and obligations under this Agreement and the other Credit Documents
(other than existing rights to payment under Sections 2.18, 2.19 and 2.24) (or, in the case of any such assignment and delegation resulting
from a failure to provide a consent, all such interests, rights and obligations under this Agreement and the other Credit Documents as
a Lender) to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment
and delegation); provided that (i) the Borrower shall have caused to be paid to the Administrative Agent the registration and processing
fee referred to in Section 10.6(d), (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon and accrued fees and all other amounts payable to it hereunder, (iii) such assignment and delegation
does not conflict with applicable law, (iv) in the case of any such assignment and delegation resulting from a claim for compensation
under Section 2.18 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation
or payments thereafter and (v) in the case of any such assignment and delegation resulting from the failure to provide a consent, the
assignee shall have given such consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto,
as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.22 may
be effected pursuant to an Assignment Agreement executed by the Borrower, the Administrative Agent and the assignee and that the Lender
required to make such assignment and delegation need not be a party thereto.


 


2.23. Release. Each of the
Borrower and the Guarantors hereby acknowledge effective upon entry of the Final Order, and subject to the terms thereof, that the Borrower,
the Guarantors and any of their Subsidiaries have no defense, counterclaim, offset, recoupment, claim or demand of any kind or nature
whatsoever that can be asserted to reduce or eliminate all of any part of the Borrower’s, the Guarantors’ or their respective
Subsidiaries’ liability to repay the Administrative Agent or any Lender as provided in this Agreement or to seek affirmative relief
or damages of any kind or nature from the Administrative Agent or any Lender. Upon entry of the Final Order, the Borrower and the Guarantors,
each in their own right and on behalf of their bankruptcy estates, and on behalf of all their successors, assigns, Subsidiaries and any
Affiliates and any Person acting for and on behalf of, or claiming through them, (collectively, the “Releasing Parties”),
hereby fully, finally and forever release and discharge the Administrative Agent and Lenders and all of Administrative Agent’s
and Lenders’ officers, directors, servants, agents, attorneys, assigns, heirs, parents, subsidiaries, and each Person acting for
or on behalf of any of them, each solely in their capacity as such (collectively, the “Released DIP Parties”) of and from
any and all actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement,
costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature
whatsoever, in each case, existing at the time of entry of the Final Order, whether in law, equity or otherwise (including, without limitation,
those arising under sections 541 through 550 of the Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting
and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), directly or indirectly
arising out of, connected with or relating to this Agreement, the Interim Order, the Final Order and the transactions contemplated hereby,
and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the
foregoing.


 






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2.24. Compensation for
Losses. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of the Interest Period
applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan other than on the last
day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert,
continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any
Term 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 2.20, then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense
attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any
fees payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within thirty (30) days after receipt thereof.


 


2.25.
[Reserved].


 


2.26.
Collateral; Guarantees.


 


(a) 
Priority and Liens. The parties hereto acknowledge and agree that, upon entry of the Interim Order (and when entered, the
Final Order) and the delivery and execution of this Agreement, the Obligations shall at all times be secured and perfected pursuant to,
and have the super-priority claims and Liens in all of the DIP Collateral (as defined in the applicable Order), but in any case, excluding
any Excluded Assets, now existing or hereafter acquired, as set forth in the Orders and herein.


 


(b) 
Payment of Obligations. Subject to the Orders, on the Termination Date, the Lenders shall be entitled to immediate payment
of all Obligations without further application to, or order of, the Bankruptcy Court.


 


(c) 
No Discharge; Survival of Claims. Each Debtor agrees that, unless otherwise agreed to by the Administrative Agent (at the
direction of the Requisite Lenders) (a) any Confirmation Order entered in the Cases shall not discharge or otherwise affect in any way
any of the Obligations, other than after or upon the payment in full in cash to the Secured Parties of all Obligations and termination
of the Commitments on or before the effective date of an Approved Plan and (b) to the extent the Obligations are not satisfied in full,
(i) the Obligations shall not be discharged by the entry of a Confirmation Order (and each Debtor, pursuant to Section 1141(d)(4) of the
Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted to the Agents and the Secured Parties pursuant
to the Orders and the Liens granted to the Collateral Agent pursuant to the Orders shall not be affected in any manner by the entry of
a Confirmation Order.


 


(d) Perfection and
Protection of Security Interests and Liens; Insurance Premiums. Each Debtor will from time to time deliver to the Agents all
financing statements, amendments, assignments and continuation statements, extension agreements and other documents, properly
completed and executed (and acknowledged when required) by each Debtor in form and substance satisfactory to the Agents in their
reasonable discretion, in each case, which the Agents request for the purpose of confirming or protecting its lien and security
interest in Collateral for the purpose of securing the Obligations. Each Credit Party hereby confirms and acknowledges that,
pursuant to the Interim Order (and, when entered, the Final Order), the Liens in favor of the Collateral Agent on behalf of and for
the benefit of the Secured Parties in all of the Collateral shall be created and perfected, to the maximum extent permitted by law,
without the execution or the recordation or filing in any land records or filing offices of, any assignment, security agreements,
mortgages, springing control agreements (other than the Delayed Draw Premium Reserve Account), pledge agreements, financing
statements or other similar documents, or the possession or control by the Collateral Agent of, or over, any Collateral, as set
forth in the Interim Order (and, when entered, the Final Order). Each Credit Party authorizes the Collateral Agent (and its counsel
and agents) to file or record, at any time and from time to time, financing statements and other filing or recording documents or
instruments, and any amendments, continuations or terminations thereof, with respect to the Collateral, without notice to any Credit
Party and without the signature of such Credit Party (unless such signature is required by applicable Law), in such form and in such
offices as the Collateral Agent determines in its reasonable discretion is necessary or appropriate to perfect or protect, or
continue to perfect or protect, the security interests of the Collateral Agent created under the Credit Documents. Each Credit Party
authorizes the Collateral Agent to use the collateral description “all personal property”, “all assets”,
“all assets of the debtor, whether now owned or existing or at any time hereafter acquired or arising and wheresoever located,
and all proceeds and products thereof” or words of similar effect, or as being of an equal or lesser scope, or with greater
detail, all in the Collateral Agent’s discretion, regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the UCC, in any such financing statements. Each Credit Party hereby ratifies and authorizes the
filing by the Collateral Agent (and its counsel and agents) of any financing statement with respect to the Collateral made prior to
the date hereof.


 






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(e) 
Offset. Subject to the terms and conditions set forth in the applicable Order, in addition to any other rights and remedies
of the Lenders upon the occurrence and during the continuation of any Events of Default and subject to the Enforcement Notice Period,
each Lender is authorized to set-off and apply, without notice to any Debtor (other than as required in the applicable Order) (i) any
and all monies, securities or other property (and the proceeds therefrom) of any Debtor now or hereafter held or received by or in transit
to such Lender from or for the account of any Debtor, whether for safekeeping, custody, pledge, transmission, collection or otherwise,
any and all deposits (general or special, time or demand, provisional or final) of any Debtor with such Lender, and (ii) any other credits
and claims of any Debtor at any time existing against the such Lender, including claims under certificates of deposit. During the existence
of any Event of Default, but subject to the Enforcement Notice Period any Agent or any Lender is hereby authorized to foreclose upon,
offset, appropriate, and apply, at any time and from time to time, without notice to any Debtor, any and all items hereinabove referred
to against the Obligations then due and payable.


 


(f)    
Value. The direct or indirect value of the consideration received and to be received by each Guarantor (if any) in connection
herewith is reasonably worth at least as much as the liability and obligations of each Guarantor hereunder (if any) and under the other
Credit Documents, and the incurrence of such liability and obligations in return for such consideration may reasonably be expected to
benefit each Guarantor, directly or indirectly.


 


(g) 
Collateral. Upon the entry of, and subject to, the Interim Order (and, when entered, the Final Order), all Obligations of
the Debtors to the Lenders under the Credit Documents, including all Loans made under the DIP Facility, shall, subject to the Carve-Out
and Liens of the type described in Sections 6.2(e), (f) and (j), at all times:


 


(i) 
pursuant to Bankruptcy Code section 364(c)(1), be entitled to joint and several Superpriority Claim status in the Case;


 


(ii) 
pursuant to Bankruptcy Code section 364(c)(2), be secured by a perfected first priority Lien on the Collateral to the extent that
such Collateral is not subject to valid, perfected and non-avoidable Liens as of the Petition Date or Liens that were in existence immediately
prior to the Petition Date that become perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code,
including, subject to the entry of the Final Order, the Avoidance Action Proceeds;


 


(iii) 
pursuant to Bankruptcy Code section 364(c)(3), be secured by a perfected junior lien on all assets of the Debtors, to the extent
that such assets are subject to a valid, perfected and non-avoidable Liens as of the Petition Date or Liens that were in existence immediately
prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case, other than (x) Liens
securing Indebtedness permitted by Section 6.1(c) and (y) Excluded Assets); and


 






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(iv) 
 pursuant to Bankruptcy Code section 364(d), be secured by a perfected super-priority priming Lien on all Collateral to the extent
that such Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Case,
including, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors, whether now existing or
hereafter acquired or arising, that secure Indebtedness permitted by Section 6.1(c).


 


SECTION 3. CONDITIONS
PRECEDENT


 


3.1. Closing Date. This
Agreement and the obligation of each Lender to make any Credit Extension shall not become effective until the date on which each of the
following conditions shall be satisfied (or waived in accordance with Section 10.5):


 


(a) 
Credit Agreement. The Administrative Agent shall have received from the Borrower and each other party hereto a counterpart
of this Agreement signed on behalf of such party.


 


(b) 
Organizational Documents; Incumbency. The Administrative Agent and the Lenders shall have received, in respect of the Borrower
and any Guarantor, a certificate of such Person, dated the Closing Date, and executed by the secretary or an assistant secretary or manager
of such Person, attaching (i) a copy of each Organizational Document of such Person, which shall be certified as of the Closing Date or
a recent date prior thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates of the officers/manager
or general partner of such Person executing each Credit Document, (iii) resolutions of the Board of Managers, Board of Directors or similar
governing body of such Person approving and authorizing the execution, delivery and performance of this Agreement and the other Credit
Documents to which it is a party, certified as of the Closing Date by such secretary or assistant secretary or manager as being in full
force and effect without modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority
of such Person’s jurisdiction of organization or incorporation, dated the Closing Date or a recent date prior thereto.


 


(c) 
Collateral Requirement. The Administrative Agent shall have received from the Borrower and each other party thereto a counterpart
of the Security Agreement signed on behalf of such party and the Collateral Agent shall have been granted a first priority Lien on the
Collateral. The Collateral Agent and the Lenders shall have received the results of searches of the UCC (or equivalent) filings made with
respect to the Credit Parties reasonably satisfactory to the Requisite Lenders and copies of the financing statements (or similar documents)
disclosed by such searches and evidence reasonably satisfactory to the Requisite Lenders that the Liens indicated by such financing statements
(or similar documents) are Permitted Liens or have been, or substantially contemporaneously with the initial funding of Loans on the Closing
Date will be, released.


 


(d) 
Evidence of Insurance. The Collateral Agent and the Lenders shall have received a certificate from the Borrower’s
insurance broker or other evidence reasonably satisfactory to the Requisite Lenders that the insurance required to be maintained pursuant
to Section 5.5 is in full force and effect.


 


(e) 
Evidence of the DLP IV Credit Agreement. The Administrative Agent shall have received all documentation or information it
shall request in relation to DLP IV Credit Agreement, including any amendments and notifications delivered to the lender(s) and the borrower(s)
thereunder.


 






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(f) Fees and Expenses.
The Borrower shall have paid to the Administrative Agent and the Lenders all fees and expenses (including the Closing Fee, all legal
fees and expenses and recording fees) and other amounts due and payable on or prior to the Closing Date pursuant to the Credit Documents
and the Administrative Agent Fee Letter. The Administrative Agent shall have received a fully executed copy of the Administrative Agent
Fee Letter.


 


(g) 
Closing Date Certificate. The Administrative Agent and the Lenders shall have received the Closing Date Certificate, dated
the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments thereto.


 


(h) 
PATRIOT Act. At least one (1) day prior to the Closing Date, the Lenders and the Administrative Agent shall have received
all documentation and other information that the Administrative Agent and/or any Lender reasonably determines is required by bank regulatory
authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act,
to the extent requested at least two (2) days prior to the Closing Date, and any Borrower that qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower, to the extent
requested at least two (2) days prior to the Closing Date.


 


(i) 
Initial DIP Budget. At least two days prior to the Closing Date, the Administrative Agent shall have received (i) the Initial
DIP Budget, in form, scope and substance satisfactory to the Administrative Agent in its sole discretion and (ii) such other additional
information (financial or otherwise) as may be reasonably requested by the Administrative Agent or the Requisite Lenders.


 


(j) 
Funding Notice. The Administrative Agent and the Lenders’ financial advisor shall have received a fully completed
and executed Funding Notice.


 


(k) 
Petition Date. The Petition Date shall have occurred, and the Borrower and each Guarantor shall be a debtor and debtor-in-possession
in the Cases.


 


(l) 
Bankruptcy Related Items.


 


(i) 
The Cases of any of the Debtors shall have not been dismissed or converted to cases under Chapter 7 of the Bankruptcy Code.


 


(ii) 
A motion, in form and substance satisfactory to the Requisite Lenders in their sole discretion, seeking approval of the DIP Facility,
shall have been filed on the Petition Date.


 


(iii) 
Each “first day” order and related pleading that affects any right or duty of the Administrative Agent or any Lender,
including the Cash Management Order, shall have been entered by the Bankruptcy Court and be acceptable in form and substance to the Administrative
Agent in its reasonable discretion, and all other “first day” orders and related pleadings (including any motion related to
cash management or any critical vendor or supplier motion) intended to be entered on or prior to the Interim Order Entry Date shall have
been entered by the Bankruptcy Court.


 


(iv) 
The Debtors shall have made no payments after the Petition Date on account of any Indebtedness arising prior to the Petition Date
unless such payment is made (i) in accordance with the Approved Budget, (ii) with the consent of the Requisite Lenders in their reasonable
discretion or (iii) pursuant to “first day” orders acceptable to the Requisite Lenders in their sole discretion.


 


(v) 
No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner shall have been appointed in any of the Cases.


 






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(vi) The Collateral Agent,
for the benefit of the Secured Parties, shall have a valid, perfected and enforceable first priority or superpriority priming, as applicable,
lien on the Collateral to the extent set forth in the Interim Order, subject only to the Carve-Out and Liens of the type described in
Section 6.2(e), (f) and (j).


 


(m) 
Required Amendments and Consents. The Administrative Agent shall have received fully executed copies of the following, each
in form and substance reasonably satisfactory to the Administrative Agent: (i) an agreement from the general partner of BEN Group consenting
to (A) the pledge of the Credit Parties’ limited partnership interests in BEN Group under the Credit Documents and (B) any transfer
of such limited partnership interests, in whole or in part, by or on behalf of the Credit Parties (including by or through any Agent)
in connection with any enforcement by any Agent of its rights and remedies under the Credit Documents and the admission of the transferee
thereof as a limited partner of BEN Group; (ii) an amendment to or waiver of Section 4.11 of the limited partnership agreement of BEN
Group providing that a pledge or transfer described in clause (i)(A) or (B) above does not apply to the restrictions in such section of
such limited partnership agreement; (iii) a consent from all of the holders of FOXO’s class B common stock to (A) the pledge of
the Credit Parties’ preferred stock of FOXO under the Credit Documents and (B) any transfer of such stock, in whole or in part,
by or on behalf of the Credit Parties (including by or through any Agent) in connection with any enforcement by any Agent of its rights
and remedies under the Credit Documents; and (iv) an agreement from the general partner of BEN Holdings consenting to (A) the pledge of
the Credit Parties’ units in BEN Holdings under the Credit Documents and (B) any transfer of such units, in whole or in part, by
or on behalf of Credit Parties (including by or through any Agent) in connection with any enforcement by any Agent of its rights and remedies
under the Credit Documents and the admission of the transferee thereof as a limited partner of BEN Holdings.


 


(n) Wells Fargo Directions.
The Administrative Agent shall have received copies of directions that shall have been delivered from DLP IV to Wells Fargo Bank, National
Association (“Wells Fargo”), in form and substance satisfactory to the Administrative Agent in its reasonable discretion,
in which DLP IV shall have directed Wells Fargo to (i) deliver to the Administrative Agent all reports and notices and (ii) provide the
Administrative Agent with “read only” access to each account, in each case in relation to the DLP IV Credit Agreement.


 


(o) Interim Order. The
Interim Order Entry Date shall have occurred not later than five (5) calendar days following the Petition Date, and the Interim Order
shall be in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay or appeal, and shall not
have been modified or amended in any respect without the prior written consent of the Administrative Agent. The Interim Order shall approve
and authorize the use of Cash Collateral and the DIP Facility, all provisions thereof and the priorities and liens granted under Sections
364(c) and (d), as applicable, of the Bankruptcy Code, and be in form and substance satisfactory to the Administrative Agent and the
Requisite Lenders in their reasonable discretion. The Credit Parties shall be in compliance with the terms of the Interim Order.


 


(p) Representations and Warranties.
The representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct in all respects on
and as of the Closing Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in
which case such representation and warranty shall be so true and correct on and as of such earlier date.


 


(q) 
No Default. No Default or Event of Default shall exist, or would result from such Borrowing or from the application of the
proceeds thereof.


 






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(r) Additional Deliverables.
Administrative Agent shall have received, in form and substance satisfactory to it, duly executed copies of each of the other closing
deliverables described in the closing checklist attached as Exhibit H.


 


Each Lender, by delivering its
signature page to this Agreement, and funding its Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented
to and approved or accepted or to be satisfied with, each Credit Document and each other document required to be approved by, acceptable
or satisfactory to any Agent, the Requisite Lenders or any other Lenders, as applicable, on the Closing Date.


 


3.2. Supplemental Initial Loan
Borrowing. The obligations of the Lenders to make a Supplemental Initial Loan hereunder shall not become effective until the date
on which each of the following conditions is satisfied (or waived in accordance with Section 10.5):


 


(a)
the Closing Date shall have occurred;


 


(b)
the date of any Supplemental Initial Loan Borrowing shall not be earlier than the thirty-sixth (36th) day after the Petition Date;


 


(c)
the Final Order Entry Date shall not have occurred;


 


(d)
the Borrower shall have paid to the Administrative Agent and the Lenders all fees and expenses and other amounts then due and payable
pursuant to the Credit Documents; and


 


(e)
all conditions set forth in Section 3.4 shall have been satisfied.


 


3.3. Delayed Draw Loan Borrowing.
The obligations of the Lenders to make a Delayed Draw Loan hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.5):


 


(a)
the Closing Date shall have occurred;


 


(b)
the Final Order Entry Date shall have occurred;


 


(c)
the Borrower shall have paid to the Administrative Agent and the Lenders all fees and expenses and other amounts then due and payable
on or prior to the Final Order Entry Date pursuant to the Credit Documents;


 


(d)
all “second day orders” approving on a final basis any first day orders intended to be entered on or prior to the Final
Order Entry Date shall have been entered by the Bankruptcy Court, shall be in form and substance acceptable to the Administrative Agent
and the Requisite Lenders in their reasonable discretion, shall be in full force and effect, shall not have been vacated or reversed,
shall not be subject to a stay and shall not have been modified or amended other than as acceptable to the Administrative Agent in its
sole discretion;


 


(e) an order
approving the Administrative Agent’s option to consummate the DLP VII Transaction shall have been entered by the Bankruptcy
Court, in form and substance acceptable to the Administrative Agent and Requisite Lenders in their reasonable discretion, shall be
in full force and effect, shall not have been vacated or reversed, shall not be subject to a stay and shall not have been modified
or amended other than as acceptable to the Administrative Agent in its sole discretion; and


 


(f)
all conditions set forth in Section 3.4 shall have been satisfied.


 






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3.4. Each Credit Extension.
The obligation of each Lender to make any Credit Extension on any Credit Date, including the Closing Date and the date of any Borrowing
of a Delayed Draw Loan, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent:


 


(a)
the Administrative Agent shall have received a fully completed and executed Funding Notice and an executed certificate of an Authorized
Officer of the Borrower certifying, among other things, that the conditions precedent in Section 3.1 and this Section 3.4 and, as applicable
in the case of a Supplemental Initial Loan or Delayed Draw Loan Sections 3.2 or Section 3.3, as applicable, have been satisfied with respect
to such requested Credit Extension;


 


(b)
for any Credit Extension made after the Closing Date, the representations and warranties of the Borrower and each other Credit
Party contained in Section 4 and in each other Credit Document shall be true and correct in all material respects on and as of such Credit
Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be
true and correct in all respects as of such earlier date and to the extent such representations and warranties are already qualified by
materiality, they shall be true and correct in all respects;


 


(c)
at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred
and be continuing or would result therefrom;


 


(d)
(i) with regard to any Initial Loan, the Interim Order Entry Date shall have occurred and the Interim Order shall be in full force
and effect, shall not have been vacated or reversed, and shall not be subject to any stay and (ii) with regard to any Delayed Draw Loans,
the Final Order Entry Date shall have occurred and the Final Order shall be in full force and effect, shall not have been vacated or reversed,
and shall not be subject to any stay;


 


(e)
the Credit Parties shall be in compliance with the terms of the Interim Order or the Final Order, as applicable;


 


(f)    for any Credit Extension made after the Closing Date, the Delayed Draw Premium Reserve Account shall have been established and
be subject to a blocked deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent;


 


(g)
the Borrower shall have paid (or will pay with the proceeds of such disbursement) to the Administrative Agent and the Lenders all
fees and expenses (including legal fees and expenses and recording fees) and other amounts then due and payable on or prior to the date
of such Credit Extension pursuant to the Credit Documents and the Administrative Agent Fee Letter; and


 






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(h) no action shall
be pending or threatened (to the knowledge of the Lenders or the Credit Parties) against the Lenders or the Administrative Agent or Collateral
Agent arising out of, in connection with, or otherwise related to this Agreement, any of the other Credit Documents and/or any Transaction.


 


On the date of any Credit Extension, the Borrower
shall be deemed to have represented and warranted that the conditions specified in paragraphs (b) through (h) above have been satisfied.
Notwithstanding anything to the contrary contained herein, the funding of any Delayed Draw Loan shall be further conditioned upon the
Bankruptcy Court entering the Final Order on or prior to the Final Order Deadline.


 


SECTION 4. REPRESENTATIONS
AND WARRANTIES


 


In order to induce the Agents
and the Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants
to each Agent, each Lender on the Closing Date and on each Credit Date as follows:


 


4.1. Organization; Requisite
Power and Authority; Qualification. Each of the Borrower and the Restricted Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, (b) subject to the entry of the Orders and the terms thereof,
has all requisite power and authority (i) to own and operate its properties and to carry on its business and operations as now conducted
and (ii) in the case of the Credit Parties, subject to the entry of the Orders and the terms thereof, to execute and deliver the Credit
Documents to which it is a party and to perform the other Transactions to be performed by it and (c) is qualified to do business and
in good standing under the laws of every jurisdiction where its assets are located or where such qualification is necessary to carry
out its business and operations; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not
reasonably be expected to be materially adverse to the Borrower or any Restricted Subsidiary in any respect.


 


4.2. Equity Interests and Ownership.
Schedule 4.2 sets forth, as of the Closing Date, the name and jurisdiction of organization of, and the percentage of each
class of Equity Interests owned by the Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint venture and other Person
in which the Borrower or any Subsidiary owns any Equity Interests. The Equity Interests owned by any Credit Party in any Subsidiary or
Subject Entity have been duly authorized and validly issued and, to the extent such concept is applicable, are fully paid and non-assessable.
Except as set forth on Schedule 4.2, as of the Closing Date (i) there are no Equity Interests in any Restricted Subsidiary
outstanding that upon exercise, conversion or exchange would require the issuance by any Restricted Subsidiary of any additional Equity
Interests or other Securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase
any Equity Interests in any Restricted Subsidiary and (ii) there are no existing options, warrants, calls, rights, commitments or other
agreements to which the Borrower or any Restricted Subsidiary is a party requiring the issuance by any Restricted Subsidiary of any additional
Equity Interests or other Securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or
purchase any Equity Interests in any Restricted Subsidiary.


 


4.3. Due Authorization. Subject
to the entry of the Orders and the terms thereof, the Transactions to be entered into by each Credit Party have been duly authorized
by all necessary corporate or other organizational and, if required, stockholder, shareholder or other equityholder action on the part
of such Credit Party.


 


4.4. No Conflict. The
Transactions do not and will not (a) other than violations arising as a result of the commencement of the Cases, subject to the
entry of the Orders and the terms thereof, and except as otherwise excused by the Bankruptcy Code, violate any applicable law,
including any order of any Governmental Authority, (b) violate the Organizational Documents of the Borrower or any Restricted
Subsidiary, (c) other than violations arising as a result of the commencement of the Cases and except as otherwise excused by the
Bankruptcy Code, violate or result (alone or with notice or lapse of time, or both) in a default under any Contractual Obligation of
the Borrower or any Restricted Subsidiary, or give rise to a right thereunder to require any payment, repurchase or redemption to be
made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, any termination, cancelation or
acceleration or right of renegotiation of any obligation thereunder, or (d) except for Liens created under the Credit
Documents, result in or require the creation or imposition of any Lien on any asset of the Borrower or any Restricted
Subsidiary.


 






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4.5. Governmental Approvals.
Subject to the Orders and the terms thereof, the Transactions do not and will not require any registration with, consent or approval
of, notice to, or other action by any Governmental Authority, except (a) such as have been obtained or made and are in full force and
effect, (b) filings and recordings with respect to the Collateral necessary to perfect Liens created under the Credit Documents
or (c) as could not reasonably be expected to be materially adverse to the Borrower or any Restricted Subsidiary in any respect.


 


4.6. Binding Obligation.
Subject to the Orders and the terms thereof, each Credit Document has been duly executed and delivered by each Credit Party that is a
party thereto and is, subject to the Orders and the terms thereof, the legally valid and binding obligation of such Credit Party, enforceable
against such Credit Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability
(other than with respect to the Debtors).


 


4.7. [Reserved].


 


4.8. No Material Adverse Effect.
Since the Petition Date, there has been no event or condition that has had, or would reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect, other than events and conditions disclosed to the Lenders in writing prior to the Closing
Date.


 


4.9. Adverse Proceedings.
Except for the Cases and as set forth on Schedule 4.9, there are no Adverse Proceedings that (a) either individually or
in the aggregate could reasonably be expected to result in a Material Adverse Effect or are not otherwise subject to the automatic stay
as a result of the Cases or (b) in any manner question the validity or enforceability of, or otherwise involve, (i) any of the Credit
Documents (including questioning the validity or enforceability of any Lien purported to be granted thereunder) or the Transactions or
(ii) either (x) any “Transaction Document” (as defined in the DLP IV Credit Agreement), including questioning the validity
or enforceability of any Lien purported to be granted thereunder, or any of the transactions thereunder or (y) any “Loan Document”
(as defined in the DLP VI Credit Agreement), including questioning the validity or enforceability of any Lien purported to be granted
thereunder, or any of the transactions thereunder, unless in the case of this clause (ii), such an Adverse Proceeding could not reasonably
be expected to result in an adverse determination.


 






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4.10. Payment of Taxes.
Except as otherwise permitted under Section 5.3, all federal and other Tax returns and reports of the Borrower and its Subsidiaries
required to be filed by any of them have been timely filed, and all federal and other Taxes (whether or not shown on such Tax
returns to be due and payable), and all assessments, fees and other governmental charges upon the Borrower and the Subsidiaries and
upon their properties, income, businesses and franchises that are due and payable, have been paid when due and payable, and there
are no claims being asserted in writing with respect to any Taxes, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves
with respect thereto to the extent required by GAAP, (b) Taxes that need not be paid pursuant to an order of the Bankruptcy Court or
pursuant to the Bankruptcy Code or (c) Taxes that do not individually or in the aggregate exceed $500,000.


 


4.11. Properties. The Borrower
and each Restricted Subsidiary has good, sufficient and marketable title to, or valid licensed rights in (in the case of Intellectual
Property), all of their assets, in each case except (a) assets disposed of as permitted by this Agreement and (b) Permitted Liens. As
of the Closing Date, no Credit Party or any Subsidiary thereof owns any real property located in the United States.


 


4.12. [Reserved].


 


4.13. No Defaults. No Default
or Event of Default has occurred and is continuing.


 


4.14. Investment Company Act.
None of the Credit Parties is required to be registered as an “investment company” under the Investment Company Act of 1940.


 


4.15. Federal Reserve Regulations.
(a) None of the Borrower or the Subsidiaries is engaged principally, or as one of its important activities, in the business of purchasing
or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.


 


(b) 
No portion of the proceeds of any Credit Extension will be used, directly or indirectly, for any purpose that entails a violation
(including on the part of any Lender) of any of the regulations of the Board of Governors, including Regulations U and X.


 


4.16. Employee Benefit Plans.
(a) The Borrower, each Restricted Subsidiary and each of their respective ERISA Affiliates is in compliance in all material respects
with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and has performed in all material respects all its obligations under each Employee
Benefit Plan, and (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received
a favorable determination letter or opinion letter from the IRS indicating that such Employee Benefit Plan is so qualified. No ERISA
Event or Foreign Plan Event has occurred or is reasonably expected to occur that have had, or could reasonably be expected to result,
individually or in the aggregate, in material liability to the Borrower or any Restricted Subsidiary. None of the Borrower or any of
its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA).


 


4.17. [Reserved].


 


4.18. Compliance with Laws.
Except as excused by the Bankruptcy Code or could not reasonably be expected to result in a Material Adverse Effect, the Borrower and
each Subsidiary is in compliance with all applicable laws, including all orders and other restrictions imposed by any Governmental Authority,
in respect of the conduct of its business and the ownership and operation of its properties (including compliance with all applicable
Environmental Laws).


 






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4.19. Disclosure. None
of the Initial DIP Budget, any other documents, certificates or statements or any other written information (other than financial
projections (including financial estimates, budgets, forecasts and other forward-looking information) and information of general
economic or industry-specific nature) furnished to any Agent or any Lender by or on behalf of the Borrower or any Subsidiary in
connection with the negotiation of or pursuant to this Agreement or any other Credit Document or otherwise in connection with the
transactions contemplated hereby or thereby, when taken as a whole, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained therein not materially misleading in light of the
circumstances under which they were made (after giving effect to all supplements theretofore provided); provided that, (a)
with respect to financial projections, financial estimates, budgets, forecasts and other forward-looking information, the Credit
Parties represent only that such information was prepared in good faith based upon estimates and assumptions believed by the Credit
Parties to be reasonable at the time such information is so furnished (it being understood that such information is not a guarantee
of financial or other performance and actual results may differ therefrom and that such differences may be material) and (b) the
Credit Parties are not providing any representations or warranties on the accuracy of any premium payments included on any policy
illustration or generated by any actuarial model or the likelihood of increases in any premium payments, any life expectancy
estimates contained in life expectancy reports or otherwise, or any other information prepared or provided by third parties
(including an insured person, an insured person’s physician, or an insurer). Prior to the date of this Agreement, the Borrower
has provided the Administrative Agent with a true, complete and correct copy of each engagement letter that the Borrower is a party
to with PJT or FTI. There are no facts known to the Borrower or any Subsidiary (other than matters of a general economic or industry
specific nature) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and that
have not been disclosed in such documents, certificates, statements or other information.


 


4.20. [Reserved].


 


4.21. Sanctioned Persons; Anti-Corruption
Laws; PATRIOT Act. None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge
of the Borrower, employees or Affiliates is a Sanctioned Person. Each of the Borrower and its Subsidiaries and their respective directors,
officers, and, to the knowledge of the Borrower, employees or Affiliates is in compliance, in all material respects, with (a) all
Sanctions, (b) the United States Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom and any other applicable
anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the
PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the
Loans will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any
country or territory that at such time is the subject of any Sanctions, (ii) for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order
to obtain, retain or direct business or obtain any improper advantage, in each case in violation of any Anti-Corruption Law or (iii)
in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


4.22. Policies; DLP IV Credit
Agreement. (a) Except as set forth on Schedule 4.22(a)-1, to the knowledge of the Borrower or any of its Subsidiaries,
none of the life insurance policies owned by DLP IV or DLP VI is in a state of grace or lapse pending or a similar state, or has lapsed,
in each case as of the Petition Date. None of the life insurance policies owned by DLP IV is subject to a collateral assignment in favor
of any Person other than the administrative agent and/or lenders under the DLP IV Credit Agreement. No Person is an irrevocable beneficiary
of any life insurance policy owned by DLP IV, other than as set forth on Schedule 4.22(a)-2 or the administrative agent
and/or lenders under the DLP IV Credit Agreement as set forth in the Letter Agreement (as defined in the DLP IV Credit Agreement), a
true, correct and complete copy of which the Borrower provided to the Administrative Agent prior to the Petition Date.


 


(b) The aggregate principal
amount of Indebtedness outstanding under the DLP IV Credit Agreement as of the Petition Date was $[_____]. The amount that DLP IV
would have been required to pay to satisfy all of its obligations under the “Transaction Document” (as defined in the
DLP IV Credit Agreement as in effect at the time that this Agreement is executed) as of the Petition Date is not greater than
$[_____].


 






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4.23.
Cases; Orders.


 


(a) 
The Cases were commenced on the Petition Date in accordance with applicable laws and notice thereof was given for (i) the motion
seeking approval of the Credit Documents and the Interim Order and, when applicable, Final Order, (ii) the hearing for the entry of the
Interim Order, and (iii) the hearing for the entry of the Final Order (provided that notice of the final hearing will be given as soon
as reasonably practicable after such hearing has been scheduled).


 


(b) 
After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, (i)
the Obligations will constitute allowed superpriority administrative expense claims in the Cases having priority over any and all other
administrative expenses and claims of any kind or nature whatsoever, specified in or ordered pursuant to Section 105, 326, 327, 328, 330,
331, 361, 362, 363, 364, 365, 503, 506, 507(a), 507(b), 546, 552, 726, 1113 or 1114 or any other provisions of the Bankruptcy Code or
otherwise, as provided under Section 364(c)(1) of the Bankruptcy Code, and having full recourse against all assets of the Debtors, including,
subject to the Final Order, Avoidance Action Proceeds, subject only to the Carve-Out (the “Superpriority Claims”) and
(ii) in respect of any property owned by any Debtor other than Excluded Assets, to the maximum extent permitted by law, the Obligations
will be secured by a valid, binding, continuing, enforceable, fully-perfected Lien on all of the Collateral pursuant to Sections 364(c)(2),
(c)(3) and (d), subject only to the Carve-Out and Liens of the type described in Sections 6.2(e), (f) and (j).


 


(c) 
The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or
the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and
has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Administrative Agent’s consent,
modified or amended. The Credit Parties are in compliance in all respects with the Interim Order (with respect to the period on and after
entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of
the Final Order).


 


(d) 
Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order
or the Final Order, as the case may be, upon the Termination Date (whether by acceleration or otherwise) of any of the Obligations, the
Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder
or under applicable laws.


 


(e) 
To the best of the Credit Parties’ knowledge, the stipulations of the Credit Parties in each of the Orders are true, accurate
and correct in all respects.


 


(f)    
Subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, the Obligations shall not be
subject to setoff or recoupment or any such rights under Bankruptcy Code section 553 or otherwise with respect to any claim the Credit
Parties may have against the Lenders arising on or before the Petition Date.


 


4.24. Approved Budget. The
Debtors have not failed to disclose to the Administrative Agent and the Lenders any material assumptions with respect to the Approved
Budget and, as of the Closing Date, affirms the reasonableness of the assumptions in the Approved Budget.


 


4.25.
 Senior Debt. The Obligations constitute “Senior Debt” as defined in the Indenture.


 






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SECTION 5. AFFIRMATIVE
COVENANTS


 


Until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in
full, each Credit Party covenants and agrees with the Agents and the Lenders that:


 


5.1. Financial Statements and
Other Reports. The Borrower will deliver to the Administrative Agent and, where applicable, to the Lenders:


 


(a) 
Monthly Financial Statements. As soon as available, and in any event within thirty (30) days after the end of each
fiscal month (beginning with the fiscal month ended April 30, 2022), the consolidated balance sheet of the Borrower and its Subsidiaries
as of the end of such fiscal month and the related consolidated statements of income or operations of the Borrower and its Subsidiaries
for such fiscal month and (in the case of statements of income or operations) for the period from the beginning of the then current Fiscal
Year to the end of such fiscal month, setting forth in each case in comparative form the corresponding figures for the corresponding periods
of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, together with a Financial Officer Certification
with respect thereto;


 


(b) 
Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in GAAP or in the application
thereof since the date of the most recent balance sheet delivered pursuant to Section 5.1(a), the consolidated financial statements of
the Borrower delivered pursuant to Section 5.1(a) will differ in any material respect from the consolidated financial statements that
would have been delivered pursuant to such Section had no such change occurred, then, together with the first delivery of such financial
statements after such change, one or more statements of reconciliation specifying in reasonable detail the effect of such change on such
financial statements, including those for the prior period;


 


(c) 
Notice of Default and Material Adverse Effect. Promptly upon any officer of the Borrower or any Restricted Subsidiary obtaining
knowledge of any event or condition set forth below, a certificate of an Authorized Officer of the Borrower setting forth the details
of such event or condition and any action the Borrower or any Restricted Subsidiary has taken, is taking or proposes to take with respect
thereto:


 


(i) 
the occurrence of any Default or Event of Default; or


 


(ii) 
any event or condition that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect;


 


(d) 
Notice of Adverse Proceedings. Promptly upon any officer of the Borrower or any Restricted Subsidiary obtaining knowledge
of (i) any Adverse Proceeding, whether pending or threatened in writing, or (ii) any material and adverse development in any pending or
threatened Adverse Proceeding referred to in clause (i) above, in each case where such development has not previously been disclosed in
writing by the Borrower to the Administrative Agent and the Lenders, a certificate of an Authorized Officer of the Borrower setting forth
the details of such pending or threatened Adverse Proceeding or development;


 






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(e) Shared Services
Agreement. Prompt written notice of the occurrence of (i) any failure of Ben or its designee to provide Services (as defined in
the Shared Services Agreement) as and when required under the Shared Services Agreement, (ii) any failure of GWG to pay the Service
Fee (as defined in the Shared Services Agreement) as and when due under the Shared Services Agreement, (iii) any Audit (as defined
in the Shared Services Agreement) under the Shared Services Agreement, (iv) the termination (or the giving of notice to terminate)
the Shared Services Agreement or (v) any other material development, change or default under the Shared Services Agreement.


 


(f) SPV Credit Facilities
Reporting and Notices. (i) Simultaneously with the delivery of any report or notice under (A) Sections 6.1, 6.2 and 6.3 of the DLP
VI Credit Agreement or (A) Section 9.1(d) of the DLP IV Credit Agreement, copies of any such report or notice, (ii) simultaneously upon
the receipt of any written notice given under, or otherwise in connection with, the DLP IV Credit Agreement (including, without limitation,
(x) any notice or other communication from any Person that services any policy owned by DLP IV and (y) default notices, reservation of
rights letters and similar correspondence), copies of any such notice and (iii) with respect to each account relating to the DLP IV Credit
Agreement or otherwise of DLP IV, unless the Administrative Agent then has “read only” or other access to such account, (A)
a copy of a cash balance or other similar report with respect to such account, on each Business Day, and (B) a copy of a monthly transaction
history report with respect to such account, on the first Business Day following the end of each month on which such report is available;


 


(g) 
Wells Notice. Promptly upon the issuance by the SEC of a Wells Notice to any Credit Party or Restricted Subsidiary or any
of their respective shareholders, a copy of such notice;


 


(h) 
Information Regarding Credit Parties and Collateral. Thirty (30) days prior written notice of any change in (i) any
Credit Party’s legal name, (ii) any Credit Party’s form of organization, (iii) any Credit Party’s jurisdiction
of organization or incorporation, (iv) the location of the chief executive office of any Credit Party and (v) any Credit Party’s
Federal Taxpayer Identification Number or state organizational identification number;


 


(i) 
[Reserved];


 


(j) 
Filed or Distributed Information. Promptly upon their becoming available, copies of all regular and periodic reports and
all registration statements and prospectuses, if any, filed by the Borrower or any Restricted Subsidiary with the SEC or any Governmental
Authority performing similar functions;


 


(k) 
Notice of Modifications of Junior Indebtedness Documents. Promptly upon the effectiveness thereof, notice of any execution
and delivery of any credit agreement, indenture or other agreement or instrument evidencing or governing the rights of the holders of
any Junior Indebtedness or of any amendment, waiver or other modification of any such credit agreement, indenture or other agreement or
instrument, together with a copy thereof;


 


(l) 
Other Information. Promptly after any request therefor, such other information regarding the business, operations, assets,
liabilities (including contingent liabilities) and condition (financial or otherwise) of the Borrower, any Subsidiary or any Subject Entity,
or compliance with the terms of any Credit Document, including access to the Borrower’s books, records, personnel and advisors,
in each case, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and


 






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(m) 
Updated DIP Budget.


 


(i) Beginning on the Thursday
after the end of the fourth full calendar week following the Petition Date (the “Initial Reporting Date”) and on
the corresponding Thursday following the end of every fourth calendar week following the Initial Reporting Date, the Borrower shall
deliver to the Administrative Agent an updated DIP Budget (each, a “Proposed Budget”), together with a
reconciliation for the periods included in the prior Approved Budget which such updated DIP Budget shall be in form and substance
satisfactory to the Administrative Agent in its reasonable discretion; provided that the Administrative Agent shall have five
(5) Business Days to approve any revised Proposed Budget and upon such approval, it shall become the Approved Budget; provided, further,
that the Administrative Agent shall be deemed to have approved such Proposed Budget and such Proposed Budget shall become the
Approved Budget unless the Administrative Agent shall have objected to such Proposed Budget prior to 11:59 p.m. on the fifth
Business Day succeeding the delivery of such Proposed Budget on the basis of such Proposed Budget not being based on reasonable
assumptions, as being inconsistent with the terms, conditions and/or covenants of the Loan or it being based on information that is
incorrect in any material respect, in which case the Approved Budget will be as agreed reasonably and in good faith by the
Administrative Agent and the Borrower.


 


(ii) 
Beginning on the Initial Reporting Date, and on each Thursday thereafter that is the two (2)-week anniversary of the Initial Reporting
Date (each such date, the “Bi-Weekly Variance Testing Date” and each such two (2)-week period the “Bi-Weekly
Variance Testing Period”), the Borrower shall deliver to the Administrative Agent a variance report detailing, by line item,
(A) the actual disbursements of the Borrower and actual receipts (on an aggregated basis) and operating disbursements (on an aggregated
basis for all operating disbursement line items and excluding payment of professional fees, and Obligations made pursuant to the Loan
including fees and expenses of Term Loan Lender Advisors) for each four-week period prior to the Bi-Weekly Variance Testing Date for such
period as reflected in the applicable Approved Budget for such Bi-Weekly Variance Testing Period, as set forth in the applicable Approved
Budget (a “Bi-Weekly Variance Report”).


 


5.2. Existence, Licenses, Etc.
The Borrower and each Restricted Subsidiary will at all times preserve and keep in full force and effect (a) its existence and (b)
all material rights, franchises, licenses and permits necessary for the ordinary conduct of the business of the Borrower and the Restricted
Subsidiaries; provided that the foregoing shall not prohibit any transaction permitted under Section 6.8.


 


5.3. Payment of Taxes. In
accordance with the Bankruptcy Code and subject to any required approval by the Bankruptcy Court (it being understood that no Debtor
shall be obligated to make any payments hereunder that may, in its reasonable judgment, result in a violation of any applicable law,
including the Bankruptcy Code, without an order of the Bankruptcy Court authorizing such payments), the Borrower and each Subsidiary
will file all material Tax returns, and pay all federal and other material post-petition Taxes imposed upon it or any of its properties
prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such Tax need be paid solely
to the extent that it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, except
that such exception shall apply solely so long as an adequate reserve or other appropriate provision, as shall be required in conformity
with GAAP, shall have been made therefor, and in the case of a Tax that has or may become a Lien against any of the Collateral, such
contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax.


 


5.4. [Reserved].


 






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5.5. Insurance. The
Borrower and the Restricted Subsidiaries will maintain or cause to be maintained, with financially sound and reputable insurance
companies, such public liability insurance, third-party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the assets and businesses of the Borrower and the Restricted
Subsidiaries (x) as may customarily be carried or maintained under similar circumstances by Persons of established reputation
engaged in the same or similar businesses operating in the same or similar locations, in each case in such amounts (with no greater
risk retention), covering such risks and otherwise on such terms and conditions as shall be customary for such Persons and (y) as
may otherwise be required by the Administrative Agent acting in its commercially reasonable judgment. Each such policy of insurance
maintained by or on behalf of the Credit Parties shall (a) in the case of liability insurance policies, name the Collateral Agent,
for the benefit of the Secured Parties, as an additional insured thereunder and (b) in the case of casualty insurance policies,
contain a lender’s loss payable clause or endorsement, reasonably satisfactory to the Administrative Agent, that names the
Collateral Agent, for the benefit of the Secured Parties, as the lender’s loss payee thereunder, and shall provide that it
shall not be canceled or not renewed (i) by reason of nonpayment of premium upon not less than ten days’ prior written notice
thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums)
or (ii) for any other reason upon not less than thirty days’ (or such shorter number of days as may be agreed to by the
Collateral Agent or as may be the maximum number of days permitted by applicable law) prior written notice thereof by the insurer to
the Collateral Agent.


 


5.6. Books and Records; Inspections.
The Borrower and each Restricted Subsidiary will keep proper books of record and accounts in which full, true and correct entries in
conformity in all respects with GAAP and all other applicable law are made of all dealings and transactions in relation to its business
and activities. The Borrower and each Restricted Subsidiary will permit the Administrative Agent or any Lender (pursuant to a request
made through the Administrative Agent) (or their authorized representatives, agents or advisors) to visit and inspect any of its properties,
to examine, copy and make extracts from its financial and accounting records and to discuss its business, operations, assets, liabilities
(including contingent liabilities) and condition (financial or otherwise) with its officers and independent registered public accounting
firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested;
provided, however, that, so long as no Event of Default has occurred and is continuing, the Borrower’s obligation
to reimburse the Administrative Agent for expenses incurred in connection with the inspections performed by the Administrative Agent
of the Credit Parties in any single calendar year, including expenses incurred in the review of the books and records of the Credit Parties
in connection therewith, shall not exceed $50,000; provided, further, that so long as no Event of Default has occurred
and is continuing, the Administrative Agent shall not perform audits more frequently than twice in any twelve-month period. Notwithstanding
anything to the contrary in this Section 5.6, the Borrower shall not be required to disclose, permit the inspection, examination or making
copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets
or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lender (or their respective
representatives or independent contractors) is prohibited by applicable law or (iii) is subject to attorney-client or similar privilege
or constitutes attorney work-product.


 


5.7. [Reserved].


 


5.8. Compliance with Laws.
The Borrower and each Restricted Subsidiary will comply with all applicable laws (including all Environmental Laws and all orders of
any Governmental Authorities) except in such instances in which (i) such requirement of law is being contested in good faith by appropriate
proceedings diligently conducted or (ii) failure to comply with such requirements could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


5.9. [Reserved].


 


5.10. [Reserved].


 


5.11. [Reserved].


 




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5.12. Further Assurances.
Each Credit Party will execute any and all further documents, financing statements, agreements and instruments, and take any and all
further actions that may be required under any applicable law, or that the Administrative Agent, the Collateral Agent or the Requisite
Lenders may reasonably request, to effectuate the provisions of the Credit Documents, all at the expense of the Credit Parties. Any after-acquired
assets shall automatically be subject to fully perfected first priority Liens on, and security interests in, all right, title and interest
of the Credit Parties, pursuant to and as described in Section 2.26 and the Interim Order or the Final Order, as applicable. The Borrower
will provide to the Administrative Agent, the Collateral Agent and the Requisite Lenders, from time to time upon request, evidence reasonably
satisfactory to the Administrative Agent, the Collateral Agent or the Requisite Lenders, as applicable, as to the perfection and priority
of the Liens created or intended to be created by the Collateral Documents.


 


5.13. Delayed Draw Premium Reserve
Account. The Borrower and the Restricted Subsidiaries shall, prior to any Borrowing of any Delayed Draw Loan and at all times thereafter,
cause any Delayed Draw Premium Reserve Account to be subject to a blocked deposit account control agreement that is in form and substance
reasonably satisfactory to the Collateral Agent. It is agreed that the Borrower shall be restricted from using funds in the Delayed Draw
Premium Reserve Account for any purpose other than paying premiums on policies owned by DLP IV in accordance with the Approved Budget
(with funds being transferred from the Delayed Draw Premium Reserve Account directly to the applicable account at DLP IV).


 


5.14. Use of Proceeds. (a)
The Borrower and the other Restricted Subsidiaries will use the proceeds of the Loans made hereunder solely for the purposes set forth
in Section 2.5 and in compliance with Section 4.15(b).


 


(b) 
The Borrower will not request any Loans and no part of the proceeds of the Loans will be used, directly or indirectly, (i) for
the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject
of any Sanctions, (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable
to any party hereto.


 


(c) 
The Borrower shall make capital contributions to DLP IV under Section 6.6(c) using the funds in the Delayed Draw Premium Reserve
Account and shall cause DLP IV to use such funds to pay premiums that are required to be paid, or that otherwise are paid in accordance
with the Approved Budget, on the life insurance policies that DLP IV owns.


 


5.15. Post-Closing Matters.
The Credit Parties shall satisfy each of the requirements set forth in Schedule 5.15 on or before the date specified in
Schedule 5.15 for each such requirement, or such later date as may be agreed to by the Administrative Agent in its reasonable
discretion.


 


5.16. Bankruptcy Related Matters.
The Borrower will and will cause each of the Guarantors and Restricted Subsidiaries to


 


(a) cause all proposed (i)
“first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Loans and the Credit
Documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course,
cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (iv) orders
concerning the financial condition of the Borrower or any of its Subsidiaries or other Indebtedness of the Credit Parties or seeking
relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Bankruptcy Rules, and (v) orders
establishing procedures for administration of the Cases or approving significant transactions submitted to the Bankruptcy Court, in
each case, proposed by the Debtors to be in accordance with and permitted by the terms of this Agreement and reasonably acceptable
to the Requisite Lenders in all respects, it being understood and agreed that the forms of orders approved by the Requisite Lenders
prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all
respects;


 






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(b) 
comply in all respects with each order entered by the Bankruptcy Court in connection with the Cases;


 


(c) 
comply in a timely manner in all material respects with their obligations and responsibilities as debtors-in-possession under the
Bankruptcy Code, the Bankruptcy Rules, the Interim Order and the Final Order, as applicable, and any other order of the Bankruptcy Court;


 


(d) 
[reserved];


 


(e) 
provide the Administrative Agent and the Lenders with reasonable access to non-privileged information (including historical information)
and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities;


 


(f)    
(i) deliver to the Administrative Agent (for distribution to the Lenders) and to counsel to the Administrative Agent promptly as
soon as available but not later than two (2) Business Days (or as soon as reasonably practicable) prior to filing, copies of pleadings,
motions, applications, orders, financial information and other documents to be filed by or on behalf of the Credit Parties with the Bankruptcy
Court in the Cases, or distributed by or on behalf of the Credit Parties to any official or unofficial committee appointed or appearing
in the Cases or any other party in interest related to a plan, a disclosure statement, plan exclusivity, assumption or rejection of executory
contracts and unexpired leases, key employee incentive or retention plans, and each such pleading motion (provided that, in the case of
the Cash Management Order, the Final Order, or in connection with this Agreement and the DIP Facility, such copies shall be provided not
later than one (1) Business Day prior to filing) and (ii) use best efforts to deliver any other pleading, motion, application, order,
financial information or other document as set forth in, and with the timing set forth in, preceding clause (i) to the Administrative
Agent (for distribution to the Lenders) and to counsel to the Administrative Agent;


 


(g) 
if not otherwise provided through the Bankruptcy Court’s electronic docketing system, as soon as available, deliver to the
Administrative Agent (for distribution to the Lenders) and to counsel to the Administrative Agent and Lenders promptly as soon as available,
copies of all final pleadings, motions, applications, orders, financial information and other documents filed by or on behalf of the Credit
Parties with the Bankruptcy Court in the Cases;


 


(h) 
not more than once per week, the Borrower shall make its senior management and its financial advisor available via teleconference
to discuss the financial position, cash flows, variances and operations of the Borrower and its Subsidiaries; and


 


(i) 
maintain their cash management system as it existed prior to the Petition Date for the benefit of the Lenders, with any changes
made in accordance with the Cash Management Order with the prior written consent of the Administrative Agent.


 






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5.17. DLP VII Transaction; Competing
Transaction.


 





(a) 
 During the DLP VII Option Period (but only on or after the Final Order Entry Date), the Administrative Agent may by written notice
to the Borrower exercise the option to consummate the DLP VII Transaction on the economic terms set forth on Schedule 5.17.
The Borrower and the Administrative Agent shall cooperate in good faith to modify the mechanics of the DLP VII Transaction described on
Exhibit I to the extent doing so is necessary to implement the DLP VII Transaction; provided, however, neither
the Borrower nor the Administrative Agent shall be required to agree to any such modification of such mechanics that alters any of the
economic or other terms of the DLP VII Transaction, including, unless waived by the Administrative Agent in its sole discretion, that
the transfer of the life settlement portfolios described on Schedule 5.17 directly or indirectly to the DLP VII Borrower
are to occur pursuant to Section 363 of the Bankruptcy Code. Without limiting the foregoing, the Final Order Deadline shall be automatically
extended to June 24, 2022 (or such later date as the Borrower and the Administrative Agent may agree in their respective reasonable discretion
from time to time) if the Bankruptcy Court does not enter the Final Order within thirty-five (35) days of the Bankruptcy Court’s
entry of the Interim Order; provided that, the Administrative Agent and the Borrower may mutually agree to not extend the Final Order
Deadline.


 


(b) 
If the Bankruptcy Court enters the Final Order and the DLP VII Option Period expires without the Administrative Agent having exercised
the DLP VII Option, the Borrower shall use its best efforts to take one or more of the following actions that in all cases are sufficient
to generate an aggregate amount of cash proceeds necessary to at least repay all of the outstanding Loans, and pay all of the other Obligations,
prior to the Stated Maturity Date: (i) sell any or all of its interest in DLP IV or DLP Holdings VI; (ii) cause DLP Holdings VI to sell
any or all of its interest in DLP VI; (iii) cause DLP IV to sell any or all of its life settlement portfolio in accordance with the DLP
IV Credit Agreement (and provided that the proceeds of any such sale are applied in accordance with the terms of the DLP IV Credit Agreement)
or to refinance the DLP IV Credit Agreement; (iv) refinance the Obligations under this Agreement and the other Loan Documents; or (v)
cause DLP VI to sell any or all of its life settlement portfolio in accordance with the DLP VI Credit Agreement (and provided that the
proceeds of any such sale are applied in accordance with the terms of the DLP VI Credit Agreement) or to refinance the DLP VI Credit Agreement;
provided, that, no such sale described in any of the foregoing clauses (i) through (v) may be undertaken if doing so would constitute
an event of default (or constitute an event or condition that with the giving of any notice, the passage of time, or both, would be an
event of default) under either SPV Credit Facility unless such sale results in payment in full of all obligations (other than contingent
obligations that survive termination) under, and release of liens securing, such SPV Credit Facility.


 


(c) 
If the Borrower or any Affiliate thereof, or any Subject Entity, becomes substantially engaged in the negotiation of any Competing
Transaction during the DLP VII Option Period (it being understood and agreed that, without limiting the meaning of substantial engagement,
such a Person shall be deemed to be substantially engaged in the negotiation of a Competing Transaction if such Person responds in writing
to an offer or proposal (including a conditional offer or proposal) that has been received with respect to such Competing Transaction),
the Borrower shall promptly thereafter advise the Administrative Agent in writing (which may be by email) of such Competing Transaction,
including a general description thereof.


 


5.18. Senior Debt. The Obligations
shall at all times constitute “Senior Debt” as defined in the Indenture.


 


5.19. DLP IV Credit
Agreement. The Borrower, on its own behalf and on behalf of its Subsidiaries, shall provide (i) advance written notice of any
amendment, waiver, consent, supplement or other modification to the DLP IV Credit Agreement (in each case, including a copy of such
proposed amendment, waiver, consent, supplement or other modification, as the case may be), as soon as reasonably practicable but in
all cases at least twenty-four (24) hours prior to the execution thereof, and (ii) any material notice or update to the DLP IV
Credit Agreement, as soon as reasonably practicable but in all cases at least twenty-four (24) hours following the receipt or
delivery of such notice or update, as the case may be.


 






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SECTION 6. NEGATIVE
COVENANTS


 


Until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in
full, each Credit Party covenants and agrees with the Agents and the Lenders that:


 


6.1. Indebtedness. Neither
the Borrower nor any Restricted Subsidiary will, directly or indirectly, incur or remain liable with respect to any Indebtedness, except:


 


(a) 
Indebtedness created under this Agreement and the other Credit Documents;


 


(b) 
Indebtedness created under the Intercompany Notes in an aggregate principal amount not to exceed the aggregate principal amount
as of the Petition Date;


 


(c) 
Indebtedness created under the Indenture in an aggregate principal amount not to exceed the aggregate principal amount as of the
Petition Date;


 


(d) 
Indebtedness existing on the date hereof and set forth on Schedule 6.1;


 


(e) 
Indebtedness in respect of netting services, overdraft protections and otherwise arising from treasury, depository and cash management
services or in connection with any automated clearing-house transfers of funds, overdraft or any similar services, in each case in the
ordinary course of business;


 


(f)    
to the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges
and additional or contingent interest on obligations described in this Section 6.1;


 


(g) 
Indebtedness under (i) the DLP VI Credit Agreement in an aggregate principal amount not to exceed the aggregate principal amount
thereunder as of the Petition Date, plus, without limiting Section 8.1(m), additional principal amounts funded under the DLP VI Credit
Agreement after the date hereof in order to pay premiums on any one or more life insurance policies owned by DLP VI and (ii) the DLP IV
Credit Agreement in an aggregate principal amount thereunder not to exceed the aggregate principal amount as of the Petition Date or,
if lesser, the amount set forth in the first sentence of Section 4.22(b), plus (in the case of this clause (ii)), without limiting Section
8.1(m), additional principal amounts funded under the DLP IV Credit Agreement after the date hereof in order to pay premiums on any one
or more life insurance policies owned by DLP IV; and


 


(h) 
intercompany Indebtedness permitted under Section 6.6(d).


 


6.2. Liens. Neither the Borrower
nor any Restricted Subsidiary will, directly or indirectly, incur or permit to exist any Lien on or with respect to any asset of the
Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except:


 


(a) 
Liens created under this Agreement and the other Credit Documents;


 




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(b) 
 any Lien on any asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth on Schedule 6.2;


 


(c) 
Liens securing Indebtedness permitted under Section 6.1(c);


 


(d) 
Liens securing Indebtedness permitted under Section 6.1(g);


 


(e) 
Liens for state, municipal or other local taxes (i) not yet due or as to which the period of grace (not to exceed thirty (30) days),
if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves
are maintained to the extent required by GAAP;


 


(f) materialmen’s, warehousemen’s,
mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in
the ordinary course of business for sums that are (i) not overdue or are being contested in good faith and (ii) do not, individually
or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Restricted Subsidiaries;


 


(g) 
with respect to any insurance policy entered into in the ordinary course of the Borrower’s or such Subsidiary’s business,
any customary right of any insured under such policy or the estate thereof, or of any former owner or beneficiary of such policy, to receive
any portion of the death benefits payable under such policy in excess of the face amount of such policy that is in the nature of a double
indemnity or similar excess benefit payable thereunder under applicable laws or the express terms of such policy;


 


(h) 
with respect to any insurance policy entered into in the ordinary course of the Borrower’s or such Subsidiary’s business,
any customary right of any irrevocable beneficiary named in respect of such policy on or prior to the date hereof or any right, existing
on or prior to the date hereof, of any Person other than the Borrower or any Restricted Subsidiary (or a securities intermediary on its
behalf), in each case to receive any portion of the death benefits payable under such policy;


 


(i) 
any right of a securities intermediary in and to any insurance policy entered into in the ordinary course of the Borrower’s
business as the record owner or beneficiary thereof; and


 


(j) 
Liens in favor of any Lender, NFLP, and/or their respective Affiliates and/or DLP VII created solely for the purpose of implementing
the DLP VII Option and consummating the transactions contemplated thereby.


 


6.3. No Further Negative Pledges.
Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or
other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to
create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations;
provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document,
the Indenture Documents or the documents governing any Indebtedness permitted hereunder or the Orders or (b) restrictions and conditions
existing on the date hereof identified on Schedule 6.3.


 






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6.4. Restricted Junior
Payments. Neither the Borrower nor any Restricted Subsidiary will declare or pay or make, or agree to declare or pay or make,
directly or indirectly, any Restricted Junior Payment, or incur any obligation (contingent or otherwise) to do so, except that (a)
any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership
or membership interests or other similar Equity Interests, and declare and make other Restricted Junior Payments in respect of its
Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the
Borrower and the Restricted Subsidiaries), or make payments on Indebtedness to the extent authorized by the Approved Budget, (b)
Holdings may make payments to BEN under the Shared Services Agreement so long as such payments are (i) consistent with prior
business practices, except made on a monthly basis rather than quarterly, (ii) made in the ordinary course of business and (ii) in
accordance with the Approved Budget and (c) the Borrower and the Restricted Subsidiaries may repay Indebtedness (i) permitted under
Sections 6.1(b) and (g) in connection with the DLP VII Transaction and as contemplated under Section 5.17 and Exhibit
I, (ii) permitted under Section 6.1(h) in a manner that is (x) in the ordinary course of business, (y) in accordance with
the Cash Management Order and (z) in accordance with the Approved Budget, (iii) under the DLP IV Credit Agreement pursuant to
Sections 4.1(b) (but not in respect of sales of more than 5% of the portfolio of life settlement policies held by DLP IV as of the
Closing Date unless the Net Proceeds of such sale would be sufficient to repay in full all Obligations under this Agreement) and 5.2
of the DLP IV Credit Agreement and (iv) under the DLP VI Credit Agreement pursuant to Section 2.4(b) of the DLP VI Credit Agreement.
Notwithstanding anything to the contrary contained in this Agreement, any other Credit Document or any motion with the Bankruptcy
Court, without a court order, neither the Borrower nor any Restricted Subsidiary will make any Restricted Junior Payment to any
Person except as expressly permitted under clauses (a) and (b) above.


 


6.5. Restrictions on Subsidiary
Distributions. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary (a) to
pay dividends or make other distributions on its Equity Interests owned by the Borrower or any Restricted Subsidiary, (b) to repay
or prepay any Indebtedness owing by such Restricted Subsidiary to the Borrower or any Restricted Subsidiary, (c) to make loans or
advances to the Borrower or to Guarantee the Obligations or (d) to transfer, lease or license any of its assets to the Borrower; provided
that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, the Orders, any Credit
Document, the Indenture Documents, or the documents governing any Indebtedness permitted hereunder or (ii) restrictions and conditions
existing on the date hereof identified on Schedule 6.5.


 


6.6. Investments. Neither
the Borrower nor any Restricted Subsidiary will purchase or acquire (including pursuant to any merger or consolidation with any Person
that was not a wholly owned Restricted Subsidiary of the Borrower prior thereto), hold, make or otherwise permit to exist any Investment
in any other Person, or make any Acquisition, except:


 


(a) 
Investments in Cash and Cash Equivalents in accordance with the Approved Budget;


 


(b) 
Investments existing on the date hereof that are set forth on Schedule 6.6 (but not any additions thereto (including
any capital contributions) made after the date hereof);


 


(c) 
GWG Life shall be permitted to make capital contributions from time to time, in cash, to DLP Holdings VI or DLP IV, and DLP Holdings
VI shall be permitted to make capital contributions from time to time, in cash, to DLP VI, in each case of this clause (c) solely if such
a capital contribution is used by DLP IV or DLP VI, as applicable, to pay premiums on any one or more life insurance policies owned by
such Person within 30 days of such capital contribution being made;


 


(d) intercompany Investments
that are (i) in the ordinary course of business, (ii) in accordance with the Cash Management Order and (iii) in accordance with the
Approved Budget, including (subject to clauses (i) through (iii)) but not limited to intercompany Investments by the Borrower to DLP
IV and DLP VI for payments of policy premium and operating expenses but excluding, for the avoidance of doubt, any Investment by the
Borrower or any Restricted Subsidiary in or to any Subject Entity; and


 






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(e) 
Investments in DLP VII in amounts reasonably acceptable to the Administrative Agent solely for the purpose of implementing the
DLP VII Option and consummating the transactions contemplated thereby.


 


Notwithstanding
anything to the contrary contained in this Agreement, any other Credit Document or any motion with the Bankruptcy Court, without a court
order, neither the Borrower nor any Restricted Subsidiary will purchase, acquire, hold, make or otherwise permit to exist any Investment
in any Person, or otherwise make any Acquisition, except as expressly permitted under clauses (a) through (e) above.


 


6.7. Financial Covenants.
As of any Bi-Weekly Variance Testing Date, for the four-week period prior to the Bi-Weekly Variance Testing Date (such period, the “Bi-Weekly
Variance Cumulative Testing Period”), the Borrower shall not allow actual aggregate operating disbursements (excluding payment
of professional fees, and Obligations made pursuant to the Loan, including any fees and expenses of Term Loan Lender Advisors) for such
Bi-Weekly Variance Cumulative Testing Period to be greater than One Hundred Fifteen Percent (115%) of the aggregate estimated disbursements
(excluding payment of any fees and expenses of Term Loan Lender Advisors) for such Bi-Weekly Variance Cumulative Testing Period as set
forth in the Approved Budget (collectively, and including any variance described in the following sentence, the “Variance Limit”).
Notwithstanding the foregoing, the Borrower may carry-forward any operating disbursement amounts that are available and unused during
a prior Bi-Weekly Variance Cumulative Testing Period to any of the following Bi-Weekly Variance Cumulative Testing Periods. Additional
variances, if any, from the Approved Budget, and any proposed changes to the Approved Budget, shall be subject to the Administrative
Agent’s approval (which, for avoidance of doubt may be granted by electronic transmission).


 


6.8. Fundamental Changes; Disposition
of Assets; Equity Interests of Subsidiaries. (a) Neither the Borrower nor any Restricted Subsidiary will merge, consolidate or amalgamate
with or into any other Person, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), and neither the Borrower
nor any Restricted Subsidiary shall Dispose (whether in one transaction or in a series of transactions) of assets that represent all
or substantially all of the assets of the Borrower or any Restricted Subsidiary, except:


 


(i) 
Dispositions, and exclusive licenses, to any Credit Party;


 


(ii) 
Investments made in compliance with Sections 6.6 and 6.10, or the granting of any Liens permitted by Section 6.2;


 


(iii) 
Dispositions of assets in any Insurance Event;


 


(iv) 
Dispositions in favor of NFLP and/or its Affiliates solely for the purpose of implementing the DLP VII Option and consummating
the transactions contemplated thereby; and


 


(v) 
Dispositions permitted by the first sentence of Section 6.8(b).


 






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(b) Notwithstanding anything
to the contrary set forth herein, neither the Borrower nor any Restricted Subsidiary shall sell, transfer, pledge, monetize or
otherwise Dispose, in any manner whatsoever (other than (x) Liens permitted under Section 6.2, (y) as permitted under the last
sentence of Section 6.10 or (z) sales of all or any portion of the life settlement portfolio of DLP IV or DLP VI in accordance with
Section 5.17(b) or, in the case of DLP IV, Section 6.4), any interest (including any Equity Interest) or other right (including
under any debt or other security) in any Subsidiary or Subject Entity, unless (i) the Administrative Agent has consented thereto in
writing (which such consent may not be unreasonably withheld) or, in the case of any Disposition of any Equity Interest of a Subject
Entity, such Disposition is not within the control of the Borrower or any Restricted Subsidiary, and (ii) the Net Proceeds received
from any such Disposition are applied immediately in the manner set forth in Section 2.13(a). Notwithstanding anything to the
contrary contained in this Agreement, any other Credit Document or any motion with the Bankruptcy Court, without a court order,
neither the Borrower nor any Restricted Subsidiary shall merge or consolidate with or into any other Person, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), and neither the Borrower nor any Restricted Subsidiary shall
Dispose (whether in one transaction or in a series of transactions) of assets that represent a material portion of their assets,
except as expressly permitted under clauses (a)(i) through (v) above.


 


6.9. Sales and Leasebacks.
Neither the Borrower nor any Restricted Subsidiary will enter into any Sale Leaseback Transaction.


 


6.10. Transactions with Affiliates
and Subject EntitiesNeither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into or permit to exist
any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Subject Entity
or any Affiliate of the Borrower or such Restricted Subsidiary unless (x) such transaction is on fair and reasonable terms no less favorable
to the Borrower or such Restricted Subsidiary, as the case may be, than those that would prevail in an arm’s-length transaction
with unrelated third parties and (y) the Borrower Representative has provided the Administrative Agent with written notice of such transaction
at least ten (10) Business Days prior to such transaction; provided that the foregoing restriction shall not apply to (a) transactions
solely between or among Credit Parties and not involving any other Affiliate or Subject Entity, (b) any Restricted Junior Payment permitted
under Section 6.4, (c) compensation and indemnification arrangements for directors, officers, employees and consultants of the Borrower
or any Restricted Subsidiary entered into in the ordinary course of business in accordance with the Approved Budget (including, for the
avoidance of doubt, grants of stock options, stock purchase rights, stock exchange rights or other equity-based awards to directors,
employees and officers and any “key-man” insurance policy maintained by a Credit Party in the ordinary course of business
in accordance with the Approved Budget), (d) transactions in the ordinary course of business and in accordance with the Cash Management
Order and the Approved Budget, (e) transactions in connection with the implementation of the DLP VII Option and related transactions
contemplated on Exhibit I, (f) intercompany Investments permitted under Section 6.6 or (g) with the prior written consent of the Administrative
Agent, a transaction entered into solely for the purpose of consummating a Disposition of the type described in Section 6.8(a)(v). Neither
the Borrower nor any Restricted Subsidiary will, directly or indirectly, exercise any voting or consent rights (to the extent such rights
exist) under any agreement with respect to any Subject Entity without the Administrative Agent’s prior written consent (which may
not be unreasonably withheld).


 


6.11. Conduct of Business.
Neither the Borrower nor any Restricted Subsidiary will engage in any business other than the businesses engaged in by the Borrower and
the Restricted Subsidiaries on the Petition Date.


 


6.12. Hedge Agreements. Neither
the Borrower nor any Restricted Subsidiary will enter into any Hedge Agreement.


 






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6.13. Amendments or Waivers
of Organizational Documents and Certain Agreements. Neither the Borrower nor any Restricted Subsidiary will agree to any
amendment, restatement, amendment and restatement, supplement or other modification to, or waiver of any of its rights under, (a)
its Organizational Document, (b) any agreement or instrument governing or evidencing any Indebtedness (other than (i) amendments to
the DLP IV Credit Agreement that would not constitute an Event of Default under Section 8.1(m) and (ii) as described in clause (c)
of this sentence), (c) the Intercompany Notes (other than amendments, modifications or cancellations effected in connection with,
and substantially concurrently with the closing of, the DLP VII Option and the transactions contemplated on Exhibit I), or (d) the
Shared Services Agreement (other than any amendment thereto solely to permit payments thereunder to be made monthly), in each case
of clauses (a) through (d), without the Administrative Agent’s prior written consent (which may not be unreasonably
withheld).


 


6.14. Fiscal Year. Neither
the Borrower nor any Restricted Subsidiary will change its Fiscal Year to end on a date other than December 31.


 


6.15. Subsidiaries. Neither
the Borrower nor any of its Restricted Subsidiaries shall create, acquire or otherwise permit to exist any Subsidiary that is not in
existence as of the Closing Date and set forth on Schedule 4.2, other than the creation and existence of DLP VII solely for the
purpose of implementing the DLP VII Option and consummating the transactions contemplated thereby.


 


6.16. Employee Plans. Without
the prior written consent of the Administrative Agent in its reasonable discretion, neither the Borrower nor any Restricted Subsidiary
shall make, enter into or implement any amendment, waiver, supplement or other modification to any employment agreement, employee compensation
plan or key employee retention plan or incentive plan, or pay or cause to be paid any amount contemplated by such agreements or plans
before the date on which such amount becomes due and payable pursuant to the terms of the such agreements or plans, as applicable, or
pay or cause to be paid any bonus, incentive, retention, severance, change of control or termination payments pursuant to the terms of
such agreements or plans, as applicable, including, without limitation, any transaction or other bonus previously awarded but unpaid,
other than (a) after the expiration of the DLP VII Option Period, the establishment of a key employee incentive plan not to exceed $2,000,000
in the aggregate and for which certain milestones and parameters must be achieved (which milestones and parameters shall be reasonably
acceptable to the Administrative Agent) and (b) payment of wages and other amounts in accordance with the Debtors’ “first
day” orders or other orders satisfactory to the Administrative Agent in its reasonable discretion.


 


6.17. Additional Matters.
No Debtor shall:


 


(a) 
create or permit to exist any Superpriority Claim that is pari passu with or senior to the Superpriority Claims of the Lenders
other than the Carve-Out and Liens of the type described in Sections 6.2(e), (f) and (j);


 


(b) 
(i) obtain or seek to obtain any stay from the Bankruptcy Court on the exercise of any Agent’s or any Lender’s remedies
hereunder or under any other Credit Document, except as specifically provided in the Orders, or (ii) seek to change or otherwise modify
any Order or other order in the Bankruptcy Court with respect to the DIP Facility without the prior written approval of the Administrative
Agent;


 


(c) 
without the Administrative Agent’s consent (not to be unreasonably withheld) enter into any agreement to return any of its
inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition
claims under Section 546(c) of the Bankruptcy Code or allow any creditor to take any setoff or recoupment against any of its pre-petition
Indebtedness, pre-petition trade payables or other pre-petition claims based upon any such return pursuant to Section 553(b)(1) of the
Bankruptcy Code or otherwise;


 






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(d)  assert
or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause
of action is in connection with the enforcement of the Credit Documents against the Administrative Agent or the Lenders;


 


(e)  except
(i) as expressly provided or permitted hereunder (including to the extent pursuant to any “first day” or “second day”
orders complying with the terms of this Agreement), (ii) with the prior consent of the Administrative Agent in its reasonable discretion
or (iii) as provided pursuant to any other order of the Bankruptcy Court reasonably acceptable to the Requisite Lenders, make any payment
or distribution on account of any Indebtedness arising prior to the Petition Date;


 


(f)  other
than to any other Debtor or as otherwise permitted herein, make any payment, or set aside funds for the purpose of making any payments,
or otherwise transfer any economic value (including the payment of any fees, costs or expenses of any advisors) to any direct or indirect
equity holder of any Debtor solely in its capacity as such; or


 


(g)  open
or otherwise establish, or deposit, credit or otherwise transfer any cash, cash receipts, securities, financial assets or any other property
into a deposit account or securities account other than any deposit account or securities account established with the prior consent of
the Agents (or as required by the Cash Management Order) and in which the Collateral Agent has been granted a first-priority perfected
lien pursuant to the applicable Order.


 


SECTION 7. GUARANTEE


 


7.1. Guarantee of the Obligations.
The Guarantors jointly and severally hereby irrevocably and unconditionally guarantee the due and punctual payment in full of all Obligations
when and as the same shall become due. In furtherance of the foregoing, the Guarantors hereby jointly and severally agree that upon the
failure of the Borrower or any other Person to pay any of the Obligations when and as the same shall become due, whether at stated maturity,
by required prepayment, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code or any similar provision of, or stay imposed under, any other Debtor Relief Law),
the Guarantors will upon demand pay, or cause to be paid, in Cash, to the Administrative Agent, for the ratable benefit of Secured Parties,
an amount equal to the sum of all Obligations then due as aforesaid.


 


7.2. Indemnity by the Borrower;
Contribution by the Guarantors. (a) In addition to all such rights of indemnity and subrogation as
any Guarantor Subsidiary may have under applicable law (but subject to Section 7.5), the Borrower agrees that (i) in the event a payment
shall be made by any Guarantor Subsidiary under its Obligations Guarantee, the Borrower shall indemnify such Guarantor Subsidiary for
the full amount of such payment and such Guarantor Subsidiary shall be subrogated to the rights of the Person to whom such payment shall
have been made to the extent of such payment and (ii) in the event any Collateral provided by any Guarantor Subsidiary shall be sold
pursuant to any Collateral Document to satisfy in whole or in part any Obligations, the Borrower shall indemnify such Guarantor Subsidiary
in an amount equal to the Fair Market Value of the assets so sold.


 






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(b)  The
Guarantor Subsidiaries desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Section
7 and under the Collateral Documents. Accordingly, in the event any payment or distribution is made on any date by a Guarantor Subsidiary
under its Obligations Guarantee such that its Aggregate Payments exceed its Fair Share as of such date (such Guarantor Subsidiary being
referred to as a “Claiming Guarantor”) and the Borrower does not indemnify such Claiming Guarantor in accordance with
Section 7.2(a), such Claiming Guarantor shall be entitled to a contribution from each other Guarantor Subsidiary in an amount sufficient
to cause each Guarantor Subsidiary’s Aggregate Payments to equal its Fair Share as of such date (and for all purposes of this Section 7.2(b),
any sale or other dispositions of Collateral of a Guarantor Subsidiary pursuant to an exercise of remedies under any Collateral Document
shall be deemed to be a payment by such Guarantor Subsidiary under its Obligations Guarantee in an amount equal to the Fair Market Value
of such Collateral, less any amount of the proceeds of such sale or other dispositions returned to such Guarantor Subsidiary). “Fair
Share” means, with respect to any Guarantor Subsidiary as of any date of determination, an amount equal to (i) the ratio
of (A) the Fair Share Contribution Amount with respect to such Guarantor Subsidiary to (B) the aggregate of the Fair Share Contribution
Amounts with respect to all Guarantor Subsidiaries multiplied by (ii) the aggregate amount paid or distributed on or before
such date by all Claiming Guarantors under their Obligations Guarantees. “Fair Share Contribution Amount” means, with
respect to any Guarantor Subsidiary as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor
Subsidiary under its Obligations Guarantee that would not render its obligations thereunder subject to avoidance as a preference, fraudulent
transfer or conveyance or transfer at undervalue under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state
or foreign law; provided that solely for purposes of calculating the “Fair Share Contribution Amount” with respect
to any Guarantor Subsidiary for purposes of this Section 7.2(b), any assets or liabilities of such Guarantor Subsidiary arising by
virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution under this Section
7 shall not be considered as assets or liabilities of such Guarantor Subsidiary. “Aggregate Payments” means, with respect
to any Guarantor Subsidiary as of any date of determination, an amount equal to (A) the aggregate amount of all payments and distributions
made on or before such date by such Guarantor Subsidiary in respect of its Obligations Guarantee (including any payments and distributions
made under this Section 7.2(b)), minus (B) the aggregate amount of all payments received on or before such date by such
Guarantor Subsidiary from the Borrower pursuant to Section 7.2(a) or the other Guarantor Subsidiaries pursuant to this Section 7.2(b).
The amounts payable under this Section 7.2(b) shall be determined as of the date on which the related payment or distribution is
made by the applicable Claiming Guarantor. The allocation among Guarantor Subsidiaries of their obligations as set forth in this Section
7.2(b) shall not be construed in any way to limit the liability of any Guarantor Subsidiary hereunder or under any Collateral Document.


 


7.3. Liability of Guarantors
Absolute. Each Guarantor agrees that its obligations under this Section 7 are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than payment
in full in Cash of the Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees
as follows:


 


(a) its
Obligations Guarantee is a guarantee of payment when due and not of collectability and is a primary obligation of such Guarantor and not
merely a contract of surety;


 


(b) the
Administrative Agent may enforce its Obligations Guarantee upon the occurrence of an Event of Default notwithstanding the existence of
any dispute between the Borrower and any Secured Party with respect to the existence of such Event of Default;


 


(c) the
obligations of each Guarantor hereunder are independent of the obligations of the Borrower or of any other guarantor (including any other
Guarantor) of the Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any
action is brought against the Borrower, any such other Guarantor or any other Person and whether or not the Borrower, any such other Guarantor
or any other Person is joined in any such action or actions;


 


(d)  payment
by any Guarantor of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge any Guarantor’s
liability for any portion of the Obligations that has not been paid (and, without limiting the generality of the foregoing, if the Administrative
Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Obligations, such judgment
shall not be deemed to release such Guarantor from its covenant to pay the portion of the Obligations that is not the subject of such
suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s
liability hereunder in respect of the Obligations);


 






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(e)  any
Secured Party may, upon such terms as it deems appropriate, without notice to such Guarantor and without affecting the validity or enforceability
of the Obligations Guarantees or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s
liability under this Section 7, but in accordance with the Credit Documents (including Section 10.5), at any time and from time to time
(i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment
of the Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions
for, the Obligations or any agreement relating thereto, and/or subordinate the payment of the same to the payment of any other obligations,
(iii) accept other guarantees of the Obligations and take and hold security for the payment of the Obligations, (iv) release,
surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any
security for payment of the Obligations, any other guarantees of the Obligations or any other obligation of any Person (including any
other Guarantor) with respect to the Obligations, (v) enforce and apply any security now or hereafter held by or for the benefit
of such Secured Party in respect of the Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy
that such Secured Party may have against any such security, in each case as such Secured Party in its reasonable discretion may determine
consistent herewith and any applicable security agreement, including foreclosure on any such security or exercise of a power of sale pursuant
to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though
such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against
any other Credit Party or any security for the Obligations, and (vi) exercise any other rights available to it under and in accordance
with the Credit Documents; and


 


(f)  the
Obligations Guarantees and the obligations of the Guarantors thereunder shall be valid and enforceable and shall not be subject to any
reduction, limitation, impairment, discharge or termination for any reason, including the occurrence of any of the following, whether
or not any Guarantor shall have had notice or knowledge of any of them (in any case other than payment in full in Cash of the Obligations
or release of a Guarantor Subsidiary’s Obligations Guarantee in accordance with Section 9.8(c)(ii)): (i) any failure or omission
to assert or enforce or agree or elect not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise,
of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law,
in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guarantee of or
security for the payment of the Obligations, (ii) any rescission, waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including provisions relating to events of default) of any Credit Document, or any agreement or
instrument executed pursuant thereto, or of any other guarantee or security for the Obligations, in each case whether or not in accordance
with the terms hereof or such Credit Document, or any agreement relating to such other guarantee or security, (iii) the Obligations,
or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (iv) the application
of payments received from any source (other than payments received pursuant to the other Credit Documents under which any Obligations
arose or from the proceeds of any security for the Obligations, except to the extent such security also serves as collateral for Indebtedness
other than the Obligations) to the payment of obligations other than the Obligations, even though any Secured Party could have elected
to apply such payment to all or any part of the Obligations, (v) any Secured Party’s consent to the change, reorganization
or termination of the corporate structure or existence of the Borrower or any Subsidiary and to any corresponding restructuring of the
Obligations, (vi) any failure to perfect or continue perfection of a security interest in any collateral that secures any of the
Obligations, (vii) any defenses, set-offs or counterclaims that the Borrower or any other Person may allege or assert against any
Secured Party in respect of the Obligations, including failure of consideration, breach of warranty, statute of frauds, statute of limitations,
accord and satisfaction and usury, and (viii) any other act or thing or omission, or delay to do any other act or thing, that may
or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations.


 






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7.4. Waivers by the Guarantors.
Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment
or performance by such Guarantor in respect of its obligations under this Section 7, (i) to proceed against the Borrower, any other guarantor
(including any other Guarantor) of the Obligations or any other Person, (ii) to proceed against or exhaust any security held from the
Borrower, any such other guarantor or any other Person, (iii) to proceed against or have resort to any balance of any deposit account
or credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) to pursue any other remedy in the
power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other
defense of the Borrower or any other Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability
of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or
any other Guarantor from any cause other than payment in full in Cash of the Obligations; (c) any defense based upon any law that provides
that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d)
any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations; (e) (1) any principles
or provisions of any law that are or might be in conflict with the terms hereof or any legal or equitable discharge of such Guarantor’s
obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement
hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Secured
Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments,
protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default
under the Credit Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations
or any agreement related thereto, notices of any extension of credit to the Borrower or any other Guarantor and notices of any of the
matters referred to in Section 7.3 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.


 


7.5. Guarantors’ Rights
of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in Cash and the Commitments shall
have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter
have against the Borrower or any other Guarantor or any of its assets in connection with its Obligations Guarantee or the performance
by such Guarantor of its obligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnity that such Guarantor now
has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a),
(b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have
against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or
for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly paid in full in Cash, the Commitments
shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other
guarantor (including any other Guarantor) of the Obligations, including any such right of contribution under Section 7.2(b). Each Guarantor
further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity
and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights
of subrogation, reimbursement or indemnity such Guarantor may have against the Borrower or against any collateral or security, and any
rights of contribution such Guarantor may have against any such other Guarantor, shall be junior and subordinate to any rights any Secured
Party may have against the Borrower or any other Guarantor, to all right, title and interest any Secured Party may have in any such collateral
or security, and to any right any Secured Party may have against such other Guarantor. If any amount shall be paid to any Guarantor on
account of any such subrogation, reimbursement, indemnity or contribution rights at any time when all Obligations shall not have been
indefeasibly paid in full in Cash and all Commitments not having terminated, such amount shall be held in trust for the Administrative
Agent, for the benefit of the Secured Parties, and shall forthwith be paid over to the Administrative Agent, for the benefit of Secured
Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof. No Guarantor
will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification
that it has against any Credit Party, or any Collateral, until the Obligations shall have been indefeasibly paid in full in Cash and
the Commitments shall have terminated.


 






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7.6. Continuing Guarantee.
The Obligations Guarantee is a continuing guarantee and shall remain in effect (except, in the case of a Guarantor Subsidiary, if such
Guarantor Subsidiary’s Obligations Guarantee shall have been released in accordance with Section 9.8(c)(ii)) until all of the Obligations
(excluding contingent obligations as to which no claim has been made) shall have been paid in full in Cash and the Commitments shall
have terminated. Each Guarantor hereby irrevocably waives any right to revoke its Obligations Guarantee as to future transactions giving
rise to any Obligations.


 


7.7. Authority of the Guarantors
or the Borrower. It is not necessary for any Secured Party to inquire into the capacity or powers of any Guarantor or the Borrower
or any Related Party acting or purporting to act on behalf of any such Person.


 


7.8. Financial Condition
of the Credit Parties. Any Credit Extension may be made or continued from time to time, without notice to or authorization from any
Guarantor regardless of the financial or other condition of the Borrower or any Subsidiary at the time of any such making or continuation.
No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment,
of the financial condition of the Borrower or any Subsidiary. Each Guarantor has adequate means to obtain information from the Borrower
and the Subsidiaries on a continuing basis concerning the financial condition of the Borrower and the Subsidiaries and their ability
to perform the Obligations, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of
the Borrower and the Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Obligations. Each Guarantor hereby
waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, results
of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or any Subsidiary now or hereafter
known by any Secured Party. In the event that all or any portion of the Obligations are paid by the Borrower or any Subsidiary, the obligations
of the Guarantors under this Section 7 shall be reinstated (notwithstanding any prior release of any Obligations Guarantee), in the event
that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent
transfer or conveyance or transfer at undervalue or otherwise, and any such payments that are so rescinded or recovered shall constitute
Obligations for all purposes hereunder.


 


7.9. Bankruptcy, Etc.
Except as set forth in this Agreement or as agreed by the Credit Parties, the obligations of the Guarantors hereunder shall not be reduced,
limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, liquidation, arrangement or similar proceeding of the Borrower or any other Guarantor or by
any defense that the Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative
body resulting from any such proceeding.


 






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SECTION 8. EVENTS OF DEFAULT


 


8.1. Events of Default.
Each of the following conditions or events shall be an “Event of Default”:


 


(a)  Failure
to Make Payments When Due. Failure by the Borrower (i) to pay, when due, any principal of any Loan, whether at stated maturity,
by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise, or (ii) to pay, within three (3) Business Days
after the date due, any interest on any Loan or any fee or any other amount due hereunder or under any other Credit Document;


 


(b)  Default
in Other Agreements. (i) Failure by the Borrower or any Restricted Subsidiary, after the expiration of any applicable grace period,
to make any payment that shall have become due and payable (whether of principal, interest or otherwise) in respect of any Material Indebtedness
(other than the Indenture) or any obligations under any SPV Credit Facility, (ii) other than any Material Indebtedness that automatically
accelerates or becomes due as a result of the Cases and is set forth on Schedule 8.1(b), any condition or event shall occur
that results in any Material Indebtedness (including the Indenture) or any obligations under any SPV Credit Facility becoming due,
or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity, or in the case of any Hedge Agreement,
being terminated, (iii) any condition or event shall occur that that enables or permits the holder or holders of any Material Indebtedness
(other than the trustee under the Indenture) or the holders of any obligations under any SPV Credit Facility or any trustee or agent on
its or their behalf, or, in the case of any Hedge Agreement, the applicable counterparty, with or without the giving of notice, to cause
such Material Indebtedness or obligations under such SPV Credit Facility to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its stated maturity or, in the case of any Hedge Agreement, to cause the termination thereof or (iv) either
(A) any portion of the Indebtedness under any Intercompany Note is owed to a Person other than DLP IV or (B) the holder of any Intercompany
Note makes a demand thereunder; provided that in no event shall an Event of Default result pursuant to this clause (b) solely as
a result of (x) any event of default under Section 8.1(j)(ii) of the DLP VI Credit Agreement as a result of any Person contesting in any
manner the validity or enforceability of any material provision of any “Loan Document” as defined in the DLP VI Credit Agreement,
unless either (1) such Person is a “Loan Party” as defined in the DLP VI Credit Agreement or an Affiliate thereof or (2) such
contest could reasonably be expected to result in an adverse determination or (y) any event of default under Section 10.1(e)(iii) of the
DLP IV Credit Agreement as a result of any Person directly or indirectly contesting the effectiveness, validity, binding nature or enforceability
of any “Transaction Document” as defined in the DLP IV Credit Agreement, unless either (1) such Person is DLP IV or an Affiliate
thereof or (2) such contest could reasonably be expected to result in an adverse determination;


 


(c)  Breach
of Certain Covenants. Failure of any Credit Party to perform or comply with (i) any term or condition contained in Section 5.1 (other
than clause (a)), 5.2, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19 or 6 and such failure shall not have been remedied within the earlier
of (x) twenty (20) days after the date of such occurrence or (y) thirty (30) days after the date that the Borrower or any other Credit
Party shall have received knowledge of such occurrence or (ii) any term or condition contained in Section 5.1(a) and such failure shall
not have been remedied within ten (10) days after the Borrower’s receipt of notice of such failure to perform or comply from the
Administrative Agent;


 


(d)  Breach
of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by or on behalf of any
Credit Party in any Credit Document or in any report, certificate or statement at any time provided in writing by or on behalf of any
Credit Party pursuant to or in connection with any Credit Document or the Transactions shall be incorrect in any respect as of the date
made or deemed made (or if any representation or warranty is expressly stated to have been made as of a specific date incorrect in any
respect as of such specific date);


 






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(e)  Other
Defaults under Credit Documents. Failure of any Credit Party to perform or comply with any term or condition contained herein or in
any other Credit Document, other than any such term or condition referred to in any other clause of this Section 8.1, and, except
as may be expressly set forth in any such other Credit Document, such failure shall not have been remedied within ten (10) days after
such failure to perform or comply;


 


(f)  Involuntary
Bankruptcy; Appointment of Receiver, Etc. Except with the prior written consent of the Administrative Agent, (i) A court of competent
jurisdiction shall enter a decree or order for relief in respect of any Restricted Subsidiary that is not a Debtor in an involuntary case
under any Debtor Relief Laws, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal,
state or foreign law; or (ii) an involuntary case shall be commenced against any Restricted Subsidiary that is not a Debtor under
any Debtor Relief Laws; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of an interim
receiver, receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Restricted Subsidiary
that is not a Debtor, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary
appointment of an interim receiver, receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over
any Restricted Subsidiary that is not a Debtor, or over all or a substantial part of its property; or a warrant of attachment, execution
or similar process shall have been issued against all or a substantial part of the property of any Restricted Subsidiary that is not a
Debtor, and any such event described in this clause (ii) shall continue for forty-five (45) days without having been dismissed, bonded
or discharged;


 


(g)  Voluntary
Bankruptcy; Appointment of Receiver, Etc. Except with the prior written consent of the Administrative Agent, any Restricted Subsidiary
that is not a Debtor shall have an order for relief entered with respect to it or shall commence a voluntary case under any Debtor Relief
Laws, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any Debtor Relief Laws, or shall consent to the appointment of or taking possession by an interim receiver, receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over any Restricted Subsidiary that is not a Debtor, or over all
or a substantial part of its property (other than any liquidation permitted by Section 6.8(a)(iv)); or any Restricted Subsidiary
that is not a Debtor shall make any general assignment for the benefit of creditors; or any Restricted Subsidiary that is not a Debtor
shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board
of directors (or similar governing body) of any Restricted Subsidiary that is not a Debtor (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions referred to in this Section 8.1(g) or in Section 8.1(f);


 


(h)  Judgments
and Attachments. One or more judgments arising following the Petition Date for the payment of money in an aggregate amount of $1,000,000
or more (other than any such judgment covered by insurance (other than under a self-insurance program) provided by a financially sound
insurer to the extent a claim therefor has been made in writing and liability therefor has not been denied in writing by the insurer),
shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for
a period of forty-five (45) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment;


 






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(i)  Employee
Benefit Plans. The occurrence of one or more ERISA Events or Foreign Plan Events that have had, or could reasonably be expected to
result in liability which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(j)  Change
of Control; Key Person Event. (i) A Change of Control shall occur or (ii) a Key Person Event shall occur;


 


(k)  Obligations
Guarantees, Collateral Documents and other Credit Documents. Any Obligations Guarantee purported to be created under the Credit Documents
for any reason shall cease to be, or shall be asserted by any Credit Party not to be, in full force and effect (other than in accordance
with its terms), or shall be declared to be null and void; any Lien purported to be created under any Collateral Document shall cease
to be, or shall be asserted by any Credit Party not to be, a valid and perfected Lien on any Collateral, with the priority required by
the applicable Collateral Document, except as a result of (i) a Disposition of the applicable Collateral in a transaction permitted under
the Credit Documents, (ii) the release thereof as provided in Section 9.8(c) or (iii) the Collateral Agent’s failure to maintain
possession of any stock certificate, promissory note or other instrument delivered to it under the Collateral Documents; or this Agreement
or any Collateral Document shall cease to be in full force and effect (other than in accordance with its terms), or shall be declared
null and void, or any Credit Party shall contest the validity or enforceability of any Credit Document or deny that it has any further
liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party (other than in accordance
with its terms);


 


(l)  Credit
Documents. (i) Any Credit Party shall knowingly contest, or knowingly support another Person in any action that seeks to contest,
the validity or effectiveness of any Credit Document (other than pursuant to the terms hereof or thereof) or (ii) any Credit Document,
shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any party thereto
(other than pursuant to the terms hereof or thereof);


 


(m)  DLP
IV and DLP VI; SPV Credit Facilities. If (1) any policy that is owned by, or for the account of, DLP IV or DLP VI shall lapse or be
surrendered, (2) during any period of ten (10) or more consecutive days following the date hereof, there are one or more policies owned
by, or for the account of, either or both of DLP IV or DLP VI that are in a state of grace or lapse pending or a similar state and that
have an aggregate Financed DLP IV/VI Death Benefit Amount which exceeds 2.50% of the aggregate Financed DLP IV/VI Death Benefit Amount
of all of the in-force policies then owned by, or for the account of, DLP IV and DLP VI, (3) any policy owned by DLP IV is subject to
a collateral assignment in favor of any Person other than the administrative agent and/or lenders under the DLP IV Credit Agreement, (4)
any Person is an irrevocable beneficiary of any policy owned by DLP IV, other than as set forth on Schedule 4.22(a)-2 or
the administrative agent and/or lenders under the DLP IV Credit Agreement as set forth in the Letter Agreement (as defined in the DLP
IV Credit Agreement), (5) any “Event of Default” under either SPV Credit Facility shall occur or (6) any “Transaction
Document” (as defined in the DLP IV Credit Agreement as in effect at the time that this Agreement is executed) or “Loan Document”
(as defined in the DLP VI Credit Agreement as in effect at the time that this Agreement is executed), or any term or provision thereof
(including the occurrence of any “Default” or “Event of Default” thereunder), shall be amended, waived or otherwise
modified in any respect without the Administrative Agent’s prior written consent (not to be unreasonably withheld) other than amendments
or other modifications to such a “Transaction Document” if such amendment or other modification, as the case may be, is solely
limited to providing for (i) (A) the payment of premiums on any one or more policies that are owned by DLP IV and (B) does not alter any
of the economic or other terms of the financing provided by the DLP IV Credit Agreement and other “Transaction Documents”
thereunder (other than, to the extent that any such premium is paid by the making of an additional advance under the DLP IV Credit Agreement,
an alteration that increases the aggregate principal balance of the loans under the DLP IV Credit Agreement by the amount of such premium
so paid) or (ii) the extension, removal or other modification of any obligation to deliver required financial statements under the DLP
IV Credit Agreement; provided that in no event shall an Event of Default result pursuant to this clause (m) solely as a result
of (x) any event of default under Section 8.1(j)(ii) of the DLP VI Credit Agreement as a result of any Person contesting in any manner
the validity or enforceability of any material provision of any “Loan Document” as defined in the DLP VI Credit Agreement,
unless either (I) such Person is a “Loan Party” as defined in the DLP VI Credit Agreement or an Affiliate thereof or (II)
such contest could reasonably be expected to result in an adverse determination, (y) any event of default under Section 10.1(e)(iii) of
the DLP IV Credit Agreement as a result of any Person directly or indirectly contesting the effectiveness, validity, binding nature or
enforceability of any “Transaction Document” as defined in the DLP IV Credit Agreement, unless either (I) such Person is DLP
IV or an Affiliate thereof or (II) such contest could reasonably be expected to result in an adverse determination or (z) any event of
default (and related amendment and/or waiver thereof) under Section 10.1(a) of the DLP IV Credit Agreement as a result of a failure of
the Borrower to make any payment pursuant to Section 4.1(e) of the DLP IV Credit Agreement, so long as (in the case of this clause (z))
the requisite lenders under the DLP IV Credit Agreement shall have waived such event of default or otherwise agreed to amend or modify
the DLP IV Credit Agreement in order to have the effect of waiving such event of default and any such amendment or waiver does not require
the payment of fees or otherwise alter any of the economic or other terms of the financing provided by the DLP IV Credit Agreement and
other “Transaction Documents” thereunder;


 






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(n)  Legal
Events. Either (1) the indictment or institution of any legal process or proceeding against any Credit Party, Restricted Subsidiary,
Key Person or officer or director of any Credit Party or Restricted Subsidiary, under any federal, state, provincial, municipal or other
criminal statute, rule, regulation, order or requirement having the force of law for a felony, or (2) the institution by the SEC of an
enforcement proceeding against any Credit Party, Restricted Subsidiary, Key Person or officer or director of any Credit Party or Restricted
Subsidiary;


 


(o)  Alternate
Transaction. Immediately upon the occurrence of the entry of a bidding procedures order (other than with the prior written consent
of the Administrative Agent or as necessary to comply with Section 5.17(b) of this Agreement) with respect to a sale of a material portion
or all or substantially all of the assets of Borrower or any of its direct or indirect Subsidiaries to a purchaser other than Holdings;


 


(p)  Restrainment.
If a Credit Party or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct
all or any material part of the business affairs of the Credit Parties and their Subsidiaries, taken as a whole; or


 


(q)  The
Cases; Bankruptcy Matters.


 


(i)  the
Interim Order at any time ceases to be in full force and effect, or shall be vacated, reversed, stayed, modified or amended without the
prior written consent of the Administrative Agent;


 


(ii)  the
Final Order (I) at any time ceases to be in full force and effect, (II) shall be vacated, reversed, stayed, modified or amended without
the prior written consent of the Administrative Agent, or (III) shall not have been entered by the Bankruptcy Court on or prior to the
Final Order Deadline; provided that such time period in this clause (III) shall be extended as provided in Section 5.17;


 


(iii)  dismissal
of the Cases or conversion of the Cases to a Chapter 7 case (or the filing of any pleading by the Debtors seeking, consenting to or otherwise
supporting such action);


 






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(iv)  appointment
of a Chapter 11 trustee, a responsible officer or an examiner (other than a fee examiner) with enlarged powers (beyond those set forth
in Section 1106(a)(3) and (4) of the Bankruptcy Code) relating to the operation of the business of any Debtor in the Case (or the filing
of any pleading by a Debtor seeking, consenting to or otherwise supporting such action);


 


(v)  subject
to the Carve-Out and Liens of the type described in Sections 6.2(e), (f) and (j), the Bankruptcy Court’s granting of any Superpriority
Claim or Lien on the Collateral which is pari passu with or senior to the Superpriority Claims or Liens of the Lenders in the Case
(or the filing of any pleading by a Debtor seeking, consenting to or otherwise supporting such action);


 


(vi)  other
than payments authorized by the Bankruptcy Court or which are set forth in the Approved Budget (i) in respect of accrued payroll and related
expenses as of the commencement of the Cases and (ii) in respect of certain critical vendors and other creditors, in each case to the
extent authorized by one or more “first day” or other orders satisfactory to the Administrative Agent, any Debtor shall make
any payment (whether by way of adequate protection or otherwise) of principal or interest or otherwise on account of any prepetition Indebtedness
or payables (including without limitation, reclamation claims);


 


(vii)  the
Bankruptcy Court shall enter one or more orders during the pendency of the Cases granting relief from the Automatic Stay to the holder
or holders of any Lien to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on assets of any Debtor in
an aggregate amount in excess of $250,000 without the prior written consent of the Administrative Agent;


 


(viii)  the
Termination Date shall have occurred;


 


(ix)  the
Debtors’ “exclusive period” under Section 1121 of the Bankruptcy Code for the filing of a plan of reorganization terminates
for any reason;


 


(x)  any
Debtor petitions the Bankruptcy Court to obtain additional financing pari passu or senior to the Liens securing the Loans without
the prior written consent of the Administrative Agent (other than as contemplated by the DLP VII Transaction);


 


(xi)  the
failure of any Debtor to comply in any material respect with the terms of any applicable Order;


 


(xii)  (A)
any Debtor engages in or support any challenge to the validity, perfection, priority, extent or enforceability of the Credit Documents
or the Liens on or security interest in the assets of any Debtor securing the Obligations, including without limitation seeking to equitably
subordinate or avoid the liens securing the such indebtedness or (B) the Debtors engage in or support any investigation or assert any
claims or causes of action (or directly or indirectly support assertion of the same) against any Agent or any Lender;


 


(xiii)  after
entry of the Final Order, the entry of any final order in the Case charging any of the Collateral, including under Section 506(c), which
is adverse to the Lenders or their rights and remedies under the DIP Facility in the Case;


 






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(xiv)  any
Debtor shall consummate or seek to obtain Bankruptcy Court approval of any sale or other Disposition of all Collateral or a portion of
the Collateral with an aggregate value in excess of $250,000 securing the Loans (other than (1) in ordinary course of business that is
contemplated by the Approved Budget or to comply with Section 5.17(b), (2) as permitted by Section 6.8(b) or (3) that would be in an amount
sufficient to repay the Obligations in full, provided, that for purposes of clarification, in no event shall this parenthetical
clause apply to any property owned by DLP IV or DLP VI) without the advance written consent of the Administrative Agent;


 


(xv)  the
confirmation of a plan of reorganization or liquidation that is not an Approved Plan, or any Debtor proposes or supports, or fails to
contest in good faith, the entry of such a plan of reorganization or liquidation; or


 


(xvi)  the
entry of an order by the Bankruptcy Court in favor of the statutory committee of unsecured creditors (the “Creditors’ Committee”),
if any, appointed in the Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of any Agent
or any of the Lenders or (ii) avoiding any Liens held by the Collateral Agent.


 


8.2. Remedies. Notwithstanding
anything in any Credit Document:


 


(a)  Subject
to any applicable notice and cure period under the Credit Documents and/or the Orders, immediately upon the occurrence and during the
continuation of an Event of Default, and without further order of the Court, the automatic stay provisions of section 362 of the Bankruptcy
Code are vacated and modified to the extent necessary to permit the Agent to, send a declaration (which may be given by electronic mail)
to counsel to the Debtors, the U.S. Trustee, and counsel to the Committee (if any) stating that an Event of Default has occurred, the
requirements to fund the Carve-Out under paragraphs 13 and 14 of the Order have been triggered and that, (i) the Commitments shall be
terminated, reduced, or restricted immediately unless and until the Administrative Agent shall reinstate the same in writing, (ii) declare
the DIP Facility then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared due and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other Obligations, shall become due and payable immediately, in each case, without presentment,
demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, which is waived by the Debtors pursuant
to this Agreement, (iii) declare a termination, reduction or restriction on the ability of the Debtors to use any Cash Collateral, (iv)
terminate the DIP Facility, (v) charge the Default Rate under the DIP Facility, and (vi) exercise any right or remedy with respect to
the Collateral or Liens, or take another action or exercise any other right or remedy permitted under the DIP Credit Documents or applicable
law (each such declaration shall be referred to as a “DIP Termination Declaration” and the date on which a DIP Termination
Declaration is delivered shall be referred to as the “DIP Termination Date”); provided, however, that in the
case of the enforcement of liens or other remedies with respect to DIP Collateral pursuant to (f) of the foregoing, the Agent shall provide
the Debtors (with a copy to counsel for the Committee and the U.S. Trustee, and a copy filed with the Bankruptcy Court) with notice, and
request an emergency hearing with respect to the same (the “Stay Relief Hearing”).


 


(b)  The
Bankruptcy Court shall conduct the Stay Relief Hearing upon no less than five (5) business days’ notice to determine whether an
Event of Default has occurred; provided that, at the Stay Relief Hearing, the only issue that may be raised by any party in opposition
to the actions proposed or available to be taken by the Administrative Agent shall be whether, in fact, an Event of Default has occurred
and is continuing. Prior to the Stay Relief Hearing, the Debtors are authorized to use Cash Collateral and proceeds of the DIP Facility
solely (x) in accordance with the Approved Budget, (y) to satisfy obligations benefitting from the Carve-Out, and (z) as otherwise agreed
by the Administrative Agent acting at the direction of the Lenders.


 






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(c)  The
Court may fashion any appropriate remedy at the Stay Relief Hearing (the “Stay Remedy Order”), and subject to the Stay
Remedy Order, (i) the Agent may proceed to protect, enforce and exercise all other rights and remedies provided for in the Credit Documents
and under applicable law including the right to foreclose on, or otherwise exercise its rights with respect to all or any portion of the
Collateral, including by applying the proceeds thereof to the Obligations, or to effectuate any set off (all of which such rights and
remedies of the Agent and Lenders shall be cumulative and not exclusive of any rights or remedies that the Agent and the Lenders may have
under the Credit Documents or otherwise), and (ii) the Debtors shall (at the expense of the Administrative Agent) cooperate fully with
the Agent and the Lenders in their exercise of rights and remedies, whether against the Collateral or otherwise.


 


(d)  The
Bankruptcy Court retains exclusive jurisdiction to hear and resolve any disputes and enter any orders required by the provisions of this
Section 8.2 and relating to the application, re-imposition or continuance of the automatic stay as provided hereunder.


 


8.3. Application of Payments.
After the exercise of remedies provided for in this Section 8 (or after the Loans have automatically become immediately due and payable)
and the funding of the Carve-Out, any amounts received on account of the Obligations, whether as proceeds of Collateral or otherwise,
shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable
law):


 


First, to payment of that portion
of the Obligations constituting fees, indemnities, expenses and other amounts payable to each of the Administrative Agent and the Collateral
Agent in their respective capacities as such;


 


Second, to payment of that portion
of the Obligations constituting fees (including any Exit Fee), indemnities and other amounts (other than principal and interest) payable
to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;


 


Third, to payment of that portion
of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Secured Parties in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Loans, ratably among the Secured Parties in proportion to the respective amounts
described in this clause Fourth held by them;


 


Fifth, to the payment of all
other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on
such date; and


 


Last, the balance, if any, after
all of the Obligations have been paid in full, to the Borrower or as otherwise required by law.


 


SECTION 9. AGENTS


 


9.1. Appointment of Agents.
NFLP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents, and each Lender hereby
authorizes NFLP to act as the Administrative Agent and the Collateral Agent in accordance with the terms hereof and of the other Credit
Documents. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Agents to (i) execute any
and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as
contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and (ii) negotiate, enforce
or the settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Requisite Lenders
and, in each case, acknowledge and agree that any such action by any Agent shall bind the Lenders. Each such Agent hereby agrees to act
in its capacity as such upon the express conditions contained herein and in the other Credit Documents, as applicable. Other than Sections 9.7
and 9.8(c), the provisions of this Section 9 are solely for the benefit of the Agents, the Lenders, and no Credit Party shall have any
rights as a third party beneficiary of any such provisions. In performing its functions and duties hereunder, no Agent assumes, and shall
not be deemed to have assumed, any obligation towards or relationship of agency or trust with or for the Borrower or any Subsidiary.


 






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9.2. Powers and Duties.
Each Lender irrevocably authorizes each Agent to take such actions on such Lender’s behalf and to exercise such powers, rights
and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof
and thereof, together with such actions, powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only
those duties and responsibilities that are expressly specified herein and in the other Credit Documents. Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents, employees ,and other Related Parties. No Agent shall have,
by reason hereof or of any of the other Credit Documents, a fiduciary relationship in respect of any Lender or any other Person (regardless
of whether or not a Default or an Event of Default has occurred), it being understood and agreed that the use of the term “agent”
(or any other similar term) herein or in any other Credit Documents with reference to any Agent is not intended to connote any fiduciary
or other implied obligations arising under any agency doctrine of any applicable law, and that such term is used as a matter of market
custom; and nothing herein or in any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as
to impose upon any Agent any obligations in respect hereof or of any of the other Credit Documents except as expressly set forth herein
or therein. Without limiting the generality of the foregoing, no Agent shall, except as expressly set forth herein and in the other Credit
Documents, have any duty to disclose, or be liable for the failure to disclose, any information relating to the Borrower or any of its
Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity.


 


9.3. General
Immunity.


 


(a)  No
Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency hereof or of any other Credit Document; (ii) the creation, perfection, maintenance,
preservation, continuation or priority of any Lien or security interest created, purported to be created or required under any Credit
Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party,
Lender, or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties,
recitals or statements made herein or therein or in any written or oral statements or in any financial or other statements, instruments,
reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to
any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition
or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain
or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of
the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event
of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default
unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower
or any Lender) or to make any disclosures with respect to the foregoing. Notwithstanding anything herein to the contrary, the Administrative
Agent shall not have any liability arising from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary
or any Lender as a result of, confirmations of the amount of outstanding Loans, any exchange rate determination or currency conversion,
in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable
judgment of a court of competent jurisdiction.


 






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(b)  Exculpatory
Provisions. None of any Agent or any of its Related Parties shall be liable to the Lenders for any action taken or omitted by such
Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful
misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of
the foregoing, no Agent (i) nor any of its Related Parties shall (x) be liable to any Secured Party for any action taken or omitted by
any Agent (i) with the consent or at the request of the Requisite Lenders (or such other Lenders as may be required, or as such Agent
shall believe in good faith to be required, to give such instructions under Section 8.1 or Section 10.5), or (y) in the absence of its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, (ii)
shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing,
and (iii) shall be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or
distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made,
shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other
Lenders hereby agree to return to such Lender any such erroneous payments received by them). Each Agent shall be entitled to refrain from
the taking of any action (including the failure to take an action) in connection herewith or with any of the other Credit Documents or
from the exercise of any power, discretion or authority (including the making of any requests, determinations, judgments, calculations
or the expression of any satisfaction or approval) vested in it hereunder or thereunder unless and until such Agent shall have received
instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required, or as such Agent shall believe in
good faith to be required, to give such instructions under Section 8.1 or Section 10.5) and upon receipt of such instructions from the
Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from
acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that such Agent shall
not be required to take any action that, in its opinion, could expose such Agent to liability or be contrary to any Credit Document or
applicable law, including any action that may be in violation of the automatic stay under any Debtor Relief Laws or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to
the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, request,
certificate, consent, statement, instrument, document or other writing (including any telephonic notice, electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise provided by
the proper Person (whether or not such Person in fact meets the requirements set forth in the Credit Documents for being the signatory,
sender or provider thereof) and on opinions and judgments of attorneys (who may be attorneys for the Borrower and the Subsidiaries), accountants,
insurance consultants, architects, engineers and other experts or professional advisors selected by it, and such Agent shall not be liable
for any action it takes or omits to take in good faith in reliance on any of the foregoing documents; and (ii) no Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder
or any of the other Credit Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required,
or as such Agent shall believe in good faith to be required, to give such instructions under Section 8.1 or Section 10.5). In determining
compliance with any condition hereunder to the making of any Credit Extension that by its terms must be fulfilled to the satisfaction
of a Lender, the Administrative Agent may presume the satisfaction of such Lender unless the Administrative Agent shall have received
written notice to the contrary from such Lender reasonably in advance of such Credit Extension.


 






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(c)  Delegation
of Duties. Each Agent may perform any and all of its duties and exercise any and all of its powers, rights and remedies under this
Agreement or any other Credit Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such of its
sub-agents may perform any and all of its duties and exercise any and all of its powers, rights and remedies by or through their respective
Affiliates. The exculpatory, indemnification and other provisions set forth in this Section 9.3 and in Sections 9.6 and 10.3 shall apply
to any such sub-agent or Affiliate (and to their respective Related Parties) as if they were named as such Agent. No Agent shall be responsible
for the negligence or misconduct of any sub-agent appointed by it except to the extent that a court of competent jurisdiction determines
in a final, non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.
Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by any Agent, (i) such sub-agent shall be a
third party beneficiary under the exculpatory, indemnification and other provisions set forth in this Section 9.3 and Sections 9.6 and
10.3 and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such
provisions directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders and
(ii) such sub-agent shall only have obligations to such Agent, and not to any Credit Party, any Lender or any other Person, and no
Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against
such sub-agent.


 


9.4. Acts in Individual Capacity.
Nothing herein or in any other Credit Document shall in any way impair or affect any of the rights and powers of, or impose any duties
or obligations upon, if applicable, any Agent in its individual capacity as a Lender hereunder. With respect to its Loans, if applicable,
each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing
the duties and functions delegated to it hereunder. Each Agent and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial
advisory, commodity, derivative or other business with the Borrower or any of its Affiliates as if it were not performing the duties
and functions specified herein, and may accept fees and other consideration from the Borrower and its Affiliates for services in connection
herewith and otherwise, in each case without having to account therefor to the Lenders. Each Agent and its Affiliates, when acting under
any agreement in respect of any such activity or under any related agreements, will be acting for its own account as principal and will
be under no obligation or duty as a result of such Agent’s role in connection with the credit facility provided herein or otherwise
to take any action or refrain from taking any action (including refraining from exercising any right or remedy that might be available
to it).


 


9.5. Lenders’ Representations,
Warranties and Acknowledgments. (a) Each Lender represents and warrants that it has made, and will continue to make, its own independent
investigation of the financial condition and affairs of the Borrower and the Subsidiaries in connection with Credit Extensions or taking
or not taking action under or based upon any Credit Document, in each case without reliance on any Agent or any of its Related Parties.
No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such
appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into
its possession before the making of the Credit Extensions or at any time or times thereafter.


 


(b)  Each
Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loans on the Closing Date shall
be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be
approved by any Agent, the Requisite Lenders or any other Lenders, as applicable, on the Closing Date.


 






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9.6. Right to Indemnity.
Each Lender, in proportion to its applicable Pro Rata Share (determined as set forth below), severally agrees to indemnify each Agent
and each Related Party thereof, to the extent that such Agent or such Related Party shall not have been reimbursed by any Credit Party
(and without limiting any Credit Party’s obligations under the Credit Documents to do so), for and against any and all Indemnified
Liabilities of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any such Related Party
in its capacity as such; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or
willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction; provided further that
no action taken in accordance with the directions of the Requisite Lenders (or such other number or percentage of the Lenders as shall
be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section
9.6. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired,
such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity
is furnished; provided that in no event shall this sentence require any Lender to indemnify such Agent against any liability,
obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s applicable
Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify such Agent
against any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense or disbursement described in the
first proviso (but subject to the second proviso) in the immediately preceding sentence. In the case of any investigation, litigation
or proceeding giving rise to any Indemnified Liabilities, this Section 9.6 applies whether any such investigation, litigation or proceeding
is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand
for its Pro Rata Share of any costs or out-of-pocket expenses (with respect to the fees and expenses of counsel, limited to such fees,
expenses and disbursements of counsel to the Agents for which the Agents are entitled payment or reimbursement from any Borrower under
Section 10.2 or 10.3) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated
by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed
for such expenses by or on behalf of the Credit Parties; provided that such reimbursement by the Lenders shall not affect the Credit
Parties’ continuing reimbursement obligations with respect thereto. For purposes of this Section 9.6, “Pro Rata Share”
shall be determined as of the time that the applicable indemnity payment is sought (or, in the event at such time all the Commitments
shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto when any Loans or
Commitments remained outstanding). Each Lender hereby authorizes the Administrative Agent and Collateral 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 or the Collateral
Agent to such Lender from any source against any amount due to the Administrative Agent or the Collateral Agent under this Section 9.6.
The undertaking in this Section 9.6 shall survive termination of the Commitments, the payment of all other Obligations and the resignation
and/or replacement of the Administrative Agent or the Collateral Agent, as the case may be.


 






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9.7. Successor Administrative
Agent and Collateral Agent. Subject to the terms of this Section 9.7, the Administrative Agent may resign at any time from its capacity
as such. In connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders and the
Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders, subject to, unless (x) an Event of Default shall have
occurred and is continuing or (y) the DLP VII Option Period has not yet expired, the prior written consent of the Borrower Representative
(not to be unreasonably withheld, conditioned or delayed), shall have the right to appoint a successor; provided, that no consent
from the Borrower shall be required if the successor is an Affiliate of the predecessor Administrative Agent. If no successor shall have
been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative
Agent gives notice of its intent to resign, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor;
provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. If the Administrative Agent shall
be a Defaulting Lender pursuant to clause (d) of the definition of such term, the Requisite Lenders may, to the extent permitted by applicable
law, by notice in writing to the Borrower and the Administrative Agent remove the Administrative Agent in its capacity as such and, subject
to, unless (x) an Event of Default shall have occurred and is continuing or (y) the DLP VII Option Period has not yet expired, the prior
written consent of the Borrower Representative (not to be unreasonably withheld, conditioned or delayed), appoint a successor; provided,
that no consent from the Borrower shall be required if the successor is an Affiliate of the predecessor Administrative Agent. Any resignation
or removal of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative
Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for
all purposes of the Credit Documents. Upon the acceptance of its appointment as Administrative Agent and Collateral Agent hereunder by
a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or
removed Administrative Agent and Collateral Agent, and the resigning or removed Administrative Agent and Collateral Agent shall be discharged
from its duties and obligations hereunder and under the other Credit Documents. The fees payable by the Borrower to a successor Administrative
Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor.
Notwithstanding the foregoing, in the event (a) no successor to a resigning Administrative Agent shall have been so appointed and shall
have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its intent to resign, the
resigning Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower or (b) no successor
to a removed Administrative Agent shall have been so appointed and shall have accepted such appointment by the day that is 30 days following
of the issuance of a notice of removal, the removal shall become effective on such 30th day, and on the date of effectiveness of such
resignation or removal, as the case may be, (i) the resigning or removed Administrative Agent and Collateral Agent shall be discharged
from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining
any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the resigning
or removed Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured
Parties and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each
case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it
being understood and agreed that the resigning or removed Collateral Agent shall have no duty or obligation to take any further action
under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the
Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative
Agent and Collateral Agent, provided that (A) all payments required to be made hereunder or under any other Credit Document to
the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and
(B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent
shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s
resignation from its capacity as such, the provisions of this Section 9 and of Sections 10.2 and 10.3 shall continue in effect for the
benefit of such resigning or removed 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 it was acting as Administrative Agent or Collateral Agent, as applicable, and in respect of the matters
referred to in the proviso under clause (a) above.


 






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9.8. Collateral Documents
and Obligations Guarantee. (a) Agents under Collateral Documents and the Obligations Guarantee. Each Secured Party hereby
further authorizes the Administrative Agent and the Collateral Agent to be the agent for and representative of the Secured Parties with
respect to the Guarantees purported to be created under the Credit Documents, the Collateral and the Credit Documents and authorizes
the Administrative Agent and the Collateral Agent to execute and deliver, on behalf of such Secured Party, any Collateral Documents that
the Administrative Agent or the Collateral Agent determines in its reasonable discretion to execute and deliver in connection with the
Credit Documents (and hereby grants to the Administrative Agent and the Collateral Agent any power of attorney that may be required under
any applicable law in connection with such execution and delivery on behalf of such Secured Party).


 


(b)  Right
to Realize on Collateral and Enforce Obligations Guarantee. Notwithstanding anything contained in any of the Credit Documents to the
contrary, the Credit Parties, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) except
with respect to the exercise of set-off rights of any Lender or with respect to a Secured Party’s right to file a proof of claim
in any proceeding under the Debtor Relief Laws, no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Guarantees purported to be created under the Credit Documents, it being understood and agreed that all powers, rights
and remedies under the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for
the benefit of the Secured Parties in accordance with the terms thereof and that all powers, rights and remedies under the Collateral
Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof
and (ii) in the event of a foreclosure, exercise of a power of sale or similar enforcement action by the Collateral Agent on any of the
Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii)
or any other applicable section of the Bankruptcy Code, any analogous Debtor Relief Laws or any law relating to the granting or perfection
of security interests), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k),
Section 1129(b)(2)(a)(ii) or any other applicable section of the Bankruptcy Code any analogous Debtor Relief Laws or any law relating
to the granting or perfection of security interests) may be the purchaser or licensor of any or all of such Collateral at any such sale
or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in
its or their respective individual capacities) shall be entitled, upon instructions from the Requisite Lenders (subject to procedures
reasonably satisfactory to the Collateral Agent), for the purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold or licensed at any such sale or other disposition, to use and apply any of the Obligations as
a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale or other disposition. In connection
with any such bid referred to in clause (ii) above, (A) the Collateral Agent shall be authorized to form one or more acquisition vehicles
to make a bid, (B) the Collateral Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle
or vehicles (provided that any actions by the Collateral Agent with respect to such acquisition vehicle or vehicles, including
any disposition of the assets or Equity Interests thereof, shall be governed, directly or indirectly, by the vote of the Requisite Lenders,
irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Requisite Lenders contained
in Section 10.5(a)), (C) the Collateral Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle
pro rata among the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity
Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid,
all without the need for any Secured Party or acquisition vehicle to take any further action, and (D) to the extent that Obligations that
are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better,
because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle
or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments
issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically
be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.


 






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(c)  Release
of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document:


 


(i)  When
all Obligations have been paid in full (excluding contingent obligations as to which no claim has been made) and all Commitments have
terminated, the Liens granted to the Collateral Agent or any other Secured Party by the Credit Parties on any Collateral, and all Guarantees
provided in any Credit Document, shall be automatically released, without any further action by any Secured Party or any other Person.


 


(ii)
Upon any sale or other transfer by any Credit Party (other than to the Borrower or any Restricted Subsidiary) of any Collateral in a transaction
permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under
any Collateral Document in any Collateral pursuant to Section 10.5, the security interests in such Collateral created by the Collateral
Documents shall be automatically released, without any further action by any Secured Party or any other Person.


 


(iii)  In
connection with any termination, release or subordination pursuant to this Section 9.8(c), the Administrative Agent and the Collateral
Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall
reasonably request to evidence such termination, release or subordination, provided, that, other than in the case of a release
pursuant to Section 9.8(c)(i) above, the Borrower or other applicable Credit Party shall have provided the Administrative Agent and the
Collateral Agent, at least five (5) Business Days prior to the date of the proposed termination, release or subordination, a request for
such termination, release or subordination identifying the terms of the termination, release or subordination in reasonable detail, together
with a written certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents
(and the Lenders hereby authorize and direct each Agent to conclusively rely on such certifications in performing its obligations under
this Section 9.8(c)). Any execution and delivery of documents pursuant to this Section 9.8(c) shall be without recourse to or warranty
by the Administrative Agent or the Collateral Agent;


 


(d)  Additional
Exculpatory Provisions. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation
or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Collateral
Agent’s Lien on any Collateral or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral
Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral.


 


(e)  Acceptance
of Benefits. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral
or the Guarantees purported to be created under the Credit Documents, to have agreed to the provisions of this Section 9 (including the
authorization and the grant of the power of attorney pursuant to Section 9.8(a)), Section 10.24 and all the other provisions of this Agreement
relating to Collateral, any such Guarantee or any Collateral Document and to have agreed to be bound by the Credit Documents as a Secured
Party thereunder. It is understood and agreed that the benefits of the Collateral and any such Guarantee to any Secured Party are made
available on an express condition that, and is subject to, such Secured Party not asserting that it is not bound by the appointments and
other agreements expressed herein to be made, or deemed herein to be made, by such Secured Party.


 






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9.9. Withholding Taxes.
To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent
to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not
properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not
properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption
from, or reduction of, withholding Tax ineffective or as a result of any form expiring, or for any other reason, or if the Administrative
Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding
Tax from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses,
allocated internal costs and out-of-pocket expenses) incurred.


 


9.10. Administrative Agent
May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws with respect
to any Credit Party, 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:


 


(a)  to
file a verified statement pursuant to rule 2019 of the Bankruptcy Rules that, in its sole opinion, complies with such rule’s disclosure
requirements for entities representing more than one creditor;


 


(b)  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,
the Administrative Agent, the Collateral Agent and any other Secured Party (including any claim under Sections 2.7, 2.9, 2.15, 2.18, 2.19,
2.24, 10.2 and 10.3) allowed in such judicial proceeding; and


 


(c)  to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to the Administrative
Agent, in such capacity or in its capacity as the Collateral Agent, or to its Related Parties under the Credit Documents (including under
Sections 10.2 and 10.3). To the extent that the payment of any such amounts due to the Administrative Agent, in such capacity or in its
capacity as the Collateral Agent, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
property that the Lenders, or the other Secured Parties may be entitled to receive in such proceeding, whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender, or to vote in respect of the claim of any Lender in any such proceeding.


 






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SECTION 10. MISCELLANEOUS


 


10.1. Notices. (a) Notices
Generally. Any notice or other communication hereunder given to any Credit Party, the Administrative Agent, the Collateral Agent
or any Lender shall be given to such Person at its address, fax number or e-mail address as set forth on Schedule 10.1 or,
in the case of any Lender, at such address, fax number or e-mail address as shall have been provided by such Lender to the Administrative
Agent in writing. Except in the case of notices and other communications expressly permitted to be given as provided in Section 10.1(b),
each notice or other communication hereunder shall be in writing and shall be delivered in person or sent by e-mail, courier service
or certified or registered United States mail or facsimile and shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, when sent by facsimile as shown on the transmission report therefor (or, if not sent
during normal business hours for the recipient, at the opening of business on the next Business Day for the recipient), as provided in
Section 10.1(b) if sent by e-mail or upon receipt if sent by United States mail; provided that no notice or other communication
given to the Administrative Agent or the Collateral Agent shall be effective until received by it; and provided further that any
such notice or other communication shall, at the request of the Administrative Agent, be provided to any sub-agent appointed pursuant
to Section 9.3(c) from time to time. Any party hereto may change its address (including its e-mail address, fax or telephone number)
for notices and other communications hereunder by notice to each of the Administrative Agent and the Borrower Representative.


 


(b)  Electronic
Communications.


 


(i)  Notices
and other communications to any Lender 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 Section 2 if such Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Section by electronic communication. Each of the Administrative Agent, the Collateral Agent and the Borrower may, in
its reasonable discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications or rescinded by
such Person by notice to each other such Person; provided, further, that notices and other communications to the Administrative
Agent or the Collateral Agent may be delivered to it at the e-mail address specified in Section 10.1(a). Unless the Administrative Agent
otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the recipient manually
(and expressly excluding any electronically read feature) confirming such receipt to the sender thereof, and (B) notices or communications
posted to an Internet or intranet website shall be deemed received upon the receipt by the intended recipient at its e-mail address as
described in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (A) and (B), if such notice, email or other communication is not sent during the normal business
hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient.


 


(ii)  Each
party hereto understands that the distribution of materials through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, and agrees and assumes the risks associated with such electronic distribution,
except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable
judgment of a court of competent jurisdiction.


 


(iii)  ANY
APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE AGENTS OR ANY OF THEIR
RELATED PARTIES WARRANTS AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE PLATFORM, AND EACH
OF THE AGENTS AND THEIR RELATED PARTIES EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE APPROVED ELECTRONIC
COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT OR ANY OF ITS RELATED
PARTIES IN CONNECTION WITH THE PLATFORM OR THE APPROVED ELECTRONIC COMMUNICATIONS.


 






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(iv)  Each
Credit Party and each Lender agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications
in accordance with the Administrative Agent’s customary document retention procedures and policies.


 


(c)  Private
Side Information Contacts. Each Public Lender agrees to cause at least one individual at or acting on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of any
Approved Electronic Communications in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information
that is not made available through the “Public Side Information” portion of any Approved Electronic Communications and that
may contain Private-Side Information. In the event that any Public Lender has determined for itself not to access any information disclosed
through any Approved Electronic Communications or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves
of such information and (ii) none of any Credit Party or any Agent has any responsibility for such Public Lender’s decision to limit
the scope of the information it has obtained in connection with this Agreement and the other Credit Documents.


 


10.2. Expenses. The Borrower
agrees to pay promptly (a) all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses and
other charges of counsel, appraisers, consultants, advisors (but, in the case of financial advisors, limited to one (1) financial advisor
with respect to the Agent and the Lenders) and agents employed or retained by the Collateral Agent and its counsel) incurred by any Agent
in connection with the structuring, documentation, negotiation, arrangement and syndication of the credit facilities provided for herein,
including (x) the preparation, execution, delivery and administration of this Agreement, the other Credit Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated thereby shall be consummated)
or any other document or matter requested by the Borrower or any other Credit Party and (y) the preparation, execution and delivery of
documentation for the DLP VII Term Loan; provided that the Borrower shall not be required to pay an amounts pursuant to this clause
(y) in the event that (A) the Administrative Agent declines or otherwise does not exercise the DLP VII Option during the DLP VII Option
Period or (B) the Administrative Agent exercises the DLP VII Option during the DLP VII Option Period but NFLP and its Affiliates shall
have refused, or be unable or unwilling, to consummate the DLP VII Transaction as contemplated by this Agreement, (b) all reasonable
and documented out-of-pocket costs and expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of the
Collateral Agent for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary
taxes, search fees, and reasonable fees, expenses and other charges of counsel to the Collateral Agent and of counsel providing any opinions
that the Administrative Agent or the Collateral Agent may reasonably request in respect of the Collateral or the Liens created pursuant
to the Collateral Documents (including the reasonable fees, expenses and other charges of appraisers, consultants, advisors (but, in
the case of financial advisors, limited to one (1) financial advisor with respect to the Agent and the Lenders) and agents employed or
retained by the Collateral Agent and its counsel), (c) all reasonable and documented out-of-pocket costs and expenses (including the
reasonable fees, expenses and other charges of any appraisers, consultants, advisors (but, in the case of financial advisors, limited
to one (1) financial advisor with respect to the Agent and the Lenders) and agents employed or retained by the Collateral Agent and its
counsel) in connection with the custody or preservation of any of the Collateral or any insurance process, (d) all out-of-pocket costs
and expenses, including reasonable fees, expenses and other charges of counsel (including the reasonable fees, expenses and other charges
of appraisers, consultants, advisors (but, in the case of financial advisors, limited to one (1) financial advisor with respect to the
Agent and the Lenders) and agents employed or retained by the Collateral Agent and its counsel) and costs of settlement, incurred by
any Agent, Lenders, and any Term Loan Lender Advisor in enforcing any Obligations of or in collecting any payments due from any Credit
Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale,
lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of any Obligations Guarantee)
or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”
or pursuant to any insolvency or bankruptcy cases or proceedings and (e) all reasonable and documented or invoiced out-of-pocket costs
and expenses incurred by the Term Loan Lender Advisors (including the reasonable fees, expenses and other charges of any appraisers,
consultants, advisors (but, in the case of financial advisors, limited to one (1) financial advisor with respect to the Agent and the
Lenders)), in each case of this clause (e), in connection with the negotiation, execution, delivery and administration of the Credit
Documents, the other instruments, documents and agreements relating to any of the foregoing and the transactions contemplated hereby
and thereby or any amendments, modifications or waivers of the provisions hereof or thereof. All amounts due under this Section 10.2
shall be payable by the Borrower on a monthly basis, promptly upon submission by any Agent, Lender, professional or other Person contemplated
under this Section 10.2 of an invoice setting forth such fees, costs and expenses.


 






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10.3. Indemnity. (a)
In addition to the payment of expenses pursuant to Section 10.2, each Credit Party agrees to defend (subject to the applicable Indemnitee’s
selection of counsel), indemnify, pay and hold harmless each Agent (and each sub-agent thereof) and Lender and each of their respective
Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such Indemnified Liabilities (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment (including the Bankruptcy Court) to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any of their Affiliates against
an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower
or such Affiliate has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction
(including the Bankruptcy Court). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY
WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY
OR OUT OF ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE. This Section 10.3(a) shall not apply with respect to Taxes
other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.


 


(b)  To
the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Agent
or any Lender or any Related Party of any of the foregoing on any theory of liability, for indirect, consequential, special or punitive
damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by
any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other
Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated
hereby or thereby, the syndication of the credit facilities provided for herein, any Loan or the use of the proceeds thereof or any act
or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to sue upon any such
claim for indirect, consequential, special or punitive damages, whether or not accrued and whether or not known or suspected to exist
in its favor.


 


(c)  Each
Credit Party agrees that no Agent or Lender or any Related Party of any of the foregoing will have any liability to any Credit Party or
any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this
Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein,
the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring
in connection therewith except (but subject to Section 10.3(b)), in the case of any Credit Party, to the extent that any losses, claims,
damages, liabilities or expenses have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Agent or Lender or its Related Parties in performing its obligations under this
Agreement or any other Credit Document.


 






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10.4. Set-Off. In addition
to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and
during the continuance of any Event of Default and subject to Section 8.2, each Lender is hereby authorized by each Credit Party at any
time or from time to time, without notice to any Credit Party, any such notice being hereby expressly waived, to set-off and to appropriate
and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit
or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder
and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or thereto,
irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans
or any other amounts due hereunder shall have become due and payable and although such obligations and liabilities, or any of them, may
be contingent or unmatured. Each Lender agrees to notify the Administrative Agent promptly after any such set-off and application; provided
that the failure to give such notice shall not affect the validity of such set-off and application.


 


10.5. Amendments and Waivers.
(a) Requisite Lenders’ Consent. None of this Agreement, any other Credit Document or any provision hereof or thereof may
be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may be made, except, subject to the additional
requirements of Sections 10.5(b) and 10.5(c) and as otherwise provided in Section 10.5(d), in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by the Borrower and the Requisite Lenders, and acknowledged by the Administrative
Agent, and, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent or the Collateral Agent, as applicable, and the Credit Party or Credit Parties that are parties thereto, in each case with the
consent of the Requisite Lenders; provided, any amendment or modification to the Administrative Agent Fee Letter, or waiver of
any rights or privileges thereunder, shall only require the consent of the Borrower and the Agents.


 


(b)  Affected
Lenders’ Consent. In addition to any consent required pursuant to Section 10.5(a), without the written consent of each
Lender that would be directly affected thereby, no waiver, amendment or other modification of this Agreement or any other Credit Document,
or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof would be to:


 


(i)  increase
any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification
of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);


 






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(ii)  extend
the scheduled final maturity date of any Loan;


 


(iii)  waive,
reduce or postpone any scheduled amortization payment (but not any voluntary or mandatory prepayment) of any Loan;


 


(iv)  reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section
2.9) or any fee or any premium payable hereunder, or waive or postpone the time for payment of any such interest, fee or premium;


 


(v)  reduce
the principal amount of any Loan;


 


(vi)  waive,
amend or otherwise modify any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other
Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or otherwise modify any rights thereunder
or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));


 


(vii)  amend
the percentage specified in the definition of the term “Requisite Lenders” or amend the term “Pro Rata Share”
or waive, amend or otherwise modify Section 2.16 hereof or Section 4.02 of the Security Agreement (and any comparable provision of any
other Collateral Document) in a manner that would alter the pro rata sharing of payments required thereby;


 


(viii)  release
all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all the Guarantor Subsidiaries
from the Guarantees created under the Credit Documents (or limit liability of all or substantially all the Guarantor Subsidiaries in respect
of any such Guarantee), in each case except as expressly provided in the Credit Documents and except in connection with a “credit
bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii)
or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with other Debtor Relief Laws
or an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents; or


 


(ix)  except
as provided by operation of law and otherwise permitted hereunder, amend or modify the Superpriority Claims status of the Obligations
under the Orders or under any Credit Document,


 


provided that, for the avoidance of doubt,
all Lenders shall be deemed directly affected by any waiver, amendment or other modification, or any consent, described in the preceding
clauses (vi), (vii), (viii) and (ix).


 


(c)  Other
Consents. No waiver, amendment or other modification of this Agreement or any other Credit Document, or any consent to any departure
by any Credit Party therefrom, shall waive, amend or otherwise modify the rights, duties, privileges, protections, indemnities, immunities
or obligations of, or any fees or other amounts payable to any Agent without the prior written consent of such Agent.


 






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(d) Certain Permitted
Amendments. Notwithstanding anything herein or in any other Credit Document to the contrary:


 


(i) any provision of this Agreement
or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure
any obvious error or any ambiguity, omission, defect or inconsistency of a technical nature, so long as the Lenders shall have received
at least three Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business
Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object
to such amendment;


 


(ii) any provision of this
Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower, the Administrative Agent
and the Lenders that will remain parties hereto after giving effect to such amendment if (A) by the terms of such agreement the Commitments
of each Lender not consenting to the amendment provided for therein shall be reduced to zero upon the effectiveness of such amendment
and (B) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of
and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; and


 


(iii) this Agreement and the
other Credit Documents may be amended in the manner provided in Section 10.24.


 


Each Lender hereby expressly authorizes the Administrative
Agent and/or the Collateral Agent to enter into any waiver, amendment or other modification of this Agreement and the other Credit Documents
contemplated by this Section 10.5(d).


 


(e) Requisite Execution
of Amendments, Etc. With the concurrence of any Lender, the Administrative Agent may, but shall have no obligation to, execute waivers,
amendments, modifications or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it is given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party
to any other or further notice or demand in similar or other circumstances. Any amendment, modification, waiver or consent effected in
accordance with this Section 10.5 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently
becomes a Lender.


 


10.6. Successors and Assigns;
Participations. (a) Generally. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby. No Credit Party’s rights or obligations under the Credit Documents, and no
interest therein, may be assigned or delegated by any Credit Party without the prior written consent of the Administrative Agent and
each Lender, and any attempted assignment or delegation without such consent 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, the participants referred to in Section 10.6(g) (to the extent provided in clause (iii) of such Section) and, to the extent expressly
contemplated hereby, Affiliates of any Agent or any Lender, the other Indemnitees and other express third party beneficiaries hereof)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b) Register. The
Borrower, the Administrative Agent, the Collateral Agent, the Lenders shall deem and treat the Persons recorded as Lenders in the Register
as Lenders hereunder for all purposes of this Agreement and the holders and owners of the corresponding Commitments and Loans recorded
therein for all purposes hereof. No assignment or transfer of any Commitment or Loan shall be effective unless and until recorded in
the Register, and following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in
the reasonable discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender
and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assignment and transfer
shall be recorded in the Register following receipt by the Administrative Agent of the fully executed Assignment Agreement, together
with the required forms and certificates regarding tax matters and any registration and processing fee payable in connection therewith,
in each case as provided in Section 10.6(d); provided that the Administrative Agent shall not be required to accept such Assignment
Agreement or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment Agreement
lacks any written consent required by this Section 10.6 or is otherwise not in proper form, it being acknowledged that the Administrative
Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such
written consent or with respect to the form of (or any defect in) such Assignment Agreement, any such duty and obligation being solely
with the assigning Lender and the assignee. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement,
shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 10.6 with respect
thereto (other than the consent of the Administrative Agent and the Borrower, if applicable) have been obtained and that such Assignment
Agreement is otherwise duly completed and in proper form. The date of such recordation of an assignment and transfer is referred to herein
as the “Assignment Effective Date” with respect thereto. Any request, authority or consent of any Person that, at
the time of making such request or giving such authority or consent, is recorded in the Register as a Lender shall be conclusive and
binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.


 


(c) Right to Assign.
Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement,
including all or a portion of its Commitment or Loans or other Obligations owing to it to:


 


(i) any Eligible Assignee of
the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative
Agent and the giving of notice to the Borrower Representative; or


 


(ii) any Eligible Assignee
of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written
consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and (y)(1) if no Event of
Default exists and the DLP VII Option Period has not yet expired, upon receipt of prior written consent (such consent not to be unreasonably
withheld, conditioned or delayed) of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower
Representative;


 


provided that:


 


(A) in the case of any such
assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment
or Loans of the assigning Lender subject thereto shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that
are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in
each case, such lesser amount as shall be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments
or Loans of the assigning Lender; and


 


(B) each partial assignment
or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder.


 


(d) Mechanics. Assignments
and transfers of Loans and Commitments by Lenders shall be effected by the execution and delivery to the Administrative Agent of an Assignment
Agreement. In connection with all assignments, there shall be delivered to the Administrative Agent (i) to the extent the assignee is
not then already a Lender, an Administrative Questionnaire and such forms, certificates or other evidence, if any, with respect to U.S.
federal income tax withholding matters as the assignee thereunder may be required to deliver pursuant to Section 2.19(f), and (ii) a
registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable if waived by the Administrative
Agent in its sole discretion).


 






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(e) Representations and
Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and
Loans, as the case may be, represents and warrants as of the Closing Date or as of the applicable Assignment Effective Date, as applicable,
that (i) it is an Eligible Assignee, (ii) it has experience and expertise in the making of or investing in commitments or loans such
as the applicable Commitments or Loans, as the case may be, (iii) it will make or invest in, as the case may be, its Commitments
or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning
of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to the provisions
of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive
control) and (iv) it will not provide any information obtained by it in its capacity as a Lender to the Borrower or any Affiliate of
the Borrower.


 


(f) Effect of Assignment.
Subject to the terms and conditions of this Section 10.6, as of the Assignment Effective Date with respect to any assignment and
transfer of any Commitment or Loan, (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder
to the extent of its interest in such Commitment or Loan as reflected in the Register and shall thereafter be a party hereto and a “Lender”
for all purposes hereof, (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned
and transferred to the assignee, relinquish its rights (other than any rights that survive the termination hereof under Section 10.8)
and be released from its obligations hereunder (and, in the case of an assignment covering all the remaining rights and obligations of
an assigning Lender hereunder, such Lender shall cease to be a party hereto as a “Lender” on such Assignment Effective Date,
provided that such assigning Lender shall continue to be entitled to the benefit of all rights that survive the termination hereof
under Section 10.8), and provided further 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, and (iii) the assigning Lender shall, upon the effectiveness thereof or as promptly thereafter as practicable,
surrender its applicable Notes (if any) to the Administrative Agent for cancellation, and thereupon the Borrower shall issue and deliver
new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate
insertions, to reflect the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.


 


(g) Participations.


 


(i) Each Lender shall have
the right at any time to sell one or more participations to any Eligible Assignee in all or any part of its Commitments or Loans or in
any other Obligation; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Credit Parties,
the Administrative Agent, the Collateral Agent, the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation pursuant to this Section 10.6(g)
shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, maintain a register on which it records
the name and address of each participant to which it has sold a participation and the principal amounts (and stated interest) of each
such participant’s interest in the Commitments or Loans or other rights and obligations of such Lender under this Agreement or
any other Credit Document (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating
to a participant’s interest in any Commitments, Loans or other rights and obligations under any Credit Document), except to the
extent that such disclosure is necessary to establish that such Commitment, Loan or other right or obligation is in registered form under
Section 5f.103-1(c) of the U.S. Department of the Treasury regulations. Unless otherwise required by the IRS, any disclosure required
by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. 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 under this Agreement, notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 






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(ii) The holder of any such
participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take
or omit to take any action hereunder, except that any participation agreement may provide that the participant’s consent must be
obtained with respect to the consent of such Lender to any waiver, amendment, modification or consent that is described in Section 10.5(b)
that affects such participant or requires the approval of all the Lenders.


 


(iii) The Credit Parties agree
that each participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.24 (subject to the requirements and limitations
therein, including the requirements under Section 2.19(f) (it being understood that the documentation required under Section 2.19(f)
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(c); provided that such participant (x) agrees to be subject to the provisions of Sections 2.20 and 2.22
as if it were an assignee under Section 10.6(c) and (y) such participant shall not be entitled to receive any greater payment under Section
2.18 or 2.19 with respect to any participation than the applicable Lender would have been entitled to receive with respect to such participation
sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs
after the participant acquired the applicable participation. To the extent permitted by law, each participant also shall be entitled
to the benefits of Section 10.4 as though it were a Lender, provided that such participant agrees to be subject to Section 2.16
as though it were a Lender.


 


(h) Certain Other Assignments
and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6, any Lender may
assign, pledge and/or grant a security interest in all or any portion of its Loans or the other Obligations owed to such Lender, and
its Notes, if any, to secure obligations of such Lender, including to any Federal Reserve Bank as collateral security pursuant to Regulation A
of the Board of Governors and any operating circular issued by any Federal Reserve Bank or to any other central bank; provided
that no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such
assignment and pledge; and provided further that in no event shall the applicable Federal Reserve Bank, other central bank, pledgee
or trustee be considered to be a “Lender” hereunder.


 


10.7. Independence of Covenants.
All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


10.8. Survival of Representations,
Warranties and Agreements. All covenants, agreements, representations and warranties made
by the Credit Parties in the Credit Documents and in the certificates or other documents delivered in connection with or pursuant to
this Agreement or any other Credit Document shall be considered to have been relied upon by the other parties hereto and shall survive
the execution and delivery of the Credit Documents and the making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that any Agent, Lender may have had notice or knowledge of any Default or Event of Default
or incorrect representation or warranty at the time any Credit Document is executed and delivered or any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions
of Sections 2.18, 2.19, 2.24, 9, 10.2, 10.3 and 10.4 shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.


 






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10.9. No Waiver; Remedies
Cumulative. No failure or delay on the part of any Agent or Lender in the exercise of any power, right or privilege hereunder or
under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver thereof or of any Default
or Event of Default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege, or any abandonment
or discontinuance of steps to enforce such power, right or privilege, preclude any other or further exercise thereof or the exercise
of any other power, right or privilege. The powers, rights, privileges and remedies of the Agents and the Lenders hereunder and under
the other Credit Documents are cumulative and shall be in addition to and independent of all powers, rights, privileges and remedies
they would otherwise have. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making
of any Loan hereunder shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent or Lender
may have had notice or knowledge of such Default or Event of Default at the time.


 


10.10. Marshalling; Payments
Set Aside. Subject to the entry of the Final Order, none of the Agents or the Lenders shall be under any obligation to marshal any
assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that
any Credit Party makes a payment or payments to any Agent or Lender (or to the Administrative Agent or the Collateral Agent, on behalf
of any Agent or Lender), or any Agent or Lender enforces any security interests or exercises any right of set-off, and such payment or
payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent,
preferential or at undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief
Laws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued
in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.


 


10.11. Severability.
In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


10.12. Independent Nature
of Lenders’ Rights. Nothing contained herein or in any other Credit Document, and no action taken by the Lenders pursuant hereto
or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of entity.
The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled
to protect and enforce its rights arising hereunder and it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.


 


10.13. Headings. Section headings
herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given
any substantive effect.


 


10.14. APPLICABLE LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW
ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.


 






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10.15. CONSENT TO
JURISDICTION. SUBJECT TO CLAUSE (E) BELOW, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING
HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT EXCLUSIVELY IN THE BANKRUPTCY COURT AND, IF THE
BANKRUPTCY COURT DOES NOT HAVE, OR ABSTAINS FROM JURISDICTION, IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE
BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY
OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (SUBJECT TO CLAUSE (E)
BELOW); (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT; AND (E) AGREES THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY
RIGHTS UNDER ANY CREDIT DOCUMENT OR ANY EXERCISE OF REMEDIES IN RESPECT OF COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY
SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT.


 


10.16. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION
OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.


 


10.17. Confidentiality.
Each Agent and each Lender shall hold all Confidential Information (as defined below) obtained by such Agent or such Lender in accordance
with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood
and agreed by the Borrower that, in any event, the Administrative Agent and the Collateral Agent may disclose Confidential Information
to the Lenders and the other Agents and that each Agent and each Lender may disclose Confidential Information (a) to Affiliates of such
Agent or Lender and to its and their respective Related Parties, independent auditors and other advisors, experts or agents who need
to know such Confidential Information (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such
information in connection with disclosures otherwise made in accordance with this Section 10.17) (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such
Confidential Information confidential or shall otherwise be subject to an obligation of confidentiality), (b) to any potential or
prospective assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans
or other Obligations or any participations therein or to any direct or indirect contractual counterparties (or the professional advisors
thereto) to any swap or derivative transaction relating to the Borrower or any of its Affiliates and their obligations (provided
that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions
of this Section 10.17 or other provisions at least as restrictive as this Section 10.17 or otherwise reasonably acceptable to the
Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, and the Borrower, including pursuant to the
confidentiality terms set forth in any marketing materials relating to the credit facilities governed by this Agreement), (c) on a confidential
basis, to any rating agency, (d) on a confidential basis, to the CUSIP Service Bureau or any similar agency in connection with the issuance
and monitoring of CUSIP numbers with respect to the Loans, (e) for purposes of establishing a “due diligence” defense or
in connection with the exercise of any remedies hereunder or under any other Credit Document, (f) as required by law or pursuant to legal
or judicial process (in which case, unless specifically prohibited by applicable law or court order, such Agent or such Lender shall
make reasonable efforts to notify the Borrower Representative promptly thereof), (g) as required or requested by any Governmental Authority
or by any regulatory or quasi-regulatory authority (including any self-regulatory organization) having jurisdiction or claiming to have
jurisdiction over such Agent or such Lender or any of their respective Affiliates, (h) received by it on a non-confidential basis from
a source (other than the Borrower or its Affiliates or Related Parties) not known by it to be prohibited from disclosing such information
to such persons by a legal, contractual or fiduciary obligation, (i) to the extent that such information was already in possession of
such Agent or such Lender, as the case may be, or any of its Affiliates or is independently developed by it or any of its Affiliates,
(j) with the consent of the Borrower, and (k) to any other party to this Agreement. For purposes of the foregoing, “Confidential
Information” means, with respect to any Agent or any Lender, any non-public information regarding the business, assets, liabilities
and operations of the Borrower and the Subsidiaries obtained by such Agent or Lender under the terms of this Agreement and identified
as confidential by the Borrower. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information
about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents
and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents. It is agreed that,
notwithstanding the restrictions of any prior confidentiality agreement binding on any Agent, such parties may disclose Confidential
Information as provided in this Section 10.17.


 






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10.18. Usury Savings Clause.
Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all
charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate.
If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful
Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest
due hereunder equals the amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking
into account the increase provided for above) is less than the total amount of interest that would have been due hereunder if the stated
rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrower shall
pay to the Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest that
would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of
the Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or
receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically
and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded
to the Borrower.


 


10.19. Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


10.20. Effectiveness; Entire
Agreement. Subject to Section 3, this Agreement shall become effective when it shall have been executed by the Administrative Agent
and there shall have been delivered to the Administrative Agent counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. 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 (BUT DO NOT SUPERSEDE ANY PROVISIONS OF ANY FEE LETTER BETWEEN OR AMONG ANY CREDIT PARTIES AND ANY AGENT OR ANY AFFILIATE
OF ANY OF THE FOREGOING THAT BY THE TERMS OF SUCH DOCUMENTS ARE STATED TO SURVIVE THE EFFECTIVENESS OF THIS AGREEMENT, ALL OF WHICH PROVISIONS
SHALL REMAIN IN FULL FORCE AND EFFECT).


 


10.21. PATRIOT Act. Each
Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the
requirements of the PATRIOT Act it is required to obtain, verify and record information that identifies each Credit Party, which information
includes the name and address of each Credit Party and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Credit Party in accordance with the PATRIOT Act.


 






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10.22. Electronic Execution
of Assignments. This Agreement, any other Credit Document and any document, amendment,
approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement or any
other Credit Document (each a “Communication”), including Communications required to be in writing, may be in the
form of an Electronic Record and may be executed using Electronic Signatures.  Each of the Credit Parties agrees that any Electronic
Signature on or associated with any Communication shall be valid and binding each of the Credit Parties to the same extent as a manual,
original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation
of each of the Credit Parties enforceable against such in accordance with the terms thereof to the same extent as if a manually executed
original signature was delivered.   Any Communication may be executed in as many counterparts as necessary or convenient, including
both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent, the Collateral
Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned
into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.
The Administrative Agent, the Collateral Agent and each of the Lenders may, at its option, create one or more copies of any Communication
in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course
of the such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record,
including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability
as a paper record.  Notwithstanding anything contained herein to the contrary, neither the Administrative Agent nor the Collateral
Agent is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative
Agent or Collateral Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent
the Administrative Agent or Collateral Agent has agreed to accept such Electronic Signature, the Administrative Agent, the Collateral
Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Credit
Party without further verification and (b) upon the request of the Administrative Agent, the Collateral Agent or any Lender, any Electronic
Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.


 


10.23. No Fiduciary Duty.
Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”)
may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit
Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship
or fiduciary or other implied duty between any Agent or Lender, on the one hand, and such Credit Party or its equityholders or its Affiliates,
on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the
exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents and Lenders,
on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Agent
or Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates with
respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto
(irrespective of whether any Agent or Lender has advised, is currently advising or will advise any Credit Party, its equityholders or
its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit
Documents and (ii) each Agent and Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management,
equityholders, creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial
advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such
transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent
permitted by applicable law, any claim that any Agent or Lender has rendered advisory services of any nature or respect, or owes a fiduciary
or similar duty to such Credit Party, in connection with any such transaction or the process leading thereto.


 


10.24. Orders. In the
event of any conflict between the terms of the Orders and the terms of this Agreement or any other Credit Document, the terms of the
Orders shall govern and control.


 






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10.25. Borrower Representative.
Holdings is hereby appointed by Borrower as its contractual representative (herein referred to as the “Borrower Representative”)
hereunder and under each other Credit Document, and Borrower irrevocably authorizes the Borrower Representative to act as the contractual
representative of Borrower under this Agreement and the other Credit Documents.


 


10.26. Acknowledgement and
Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other
agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA 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 an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


(ii) a conversion of all, or
a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 any EEA Resolution Authority.


 


10.27. SPV Credit Facilities.
(a) Nothing contained herein or in any other Credit Document shall be deemed to amend, modify or otherwise vary any term or provision
of any SPV Credit Facility or any other “Transaction Document” (as defined in the DLP IV Credit Agreement) or “Loan
Document” (as defined in the DLP VI Credit Agreement).


 


(b) For purposes of clarification,
none of the following situations will be deemed, on its own, to constitute NFLP or an Affiliate thereof being unable or unwilling to
perform under this Agreement:


 


(i) if (A) a modification to
the form of the Interim Order is required for the Bankruptcy Court to enter the Final Order, (B) clause (ii) of the parenthetical clause
within the definition of Final Order requires such modification to be satisfactory to the Requisite Lenders in their reasonable discretion
and (C) the Requisite Lenders do not approve such modification in their reasonable discretion;


 


(ii) if (A) the Administrative
Agent is not required, pursuant to the second sentence of Section 5.17(a), to agree to a modification of the mechanics of the DLP VII
Transaction described on Exhibit I and (B) the Administrative Agent does not agree to such modification in its reasonable
discretion (or, solely in the case of a modification which would result in a transfer of the life settlement portfolios described on
Schedule 5.17 directly or indirectly to the DLP VII Borrower not occurring pursuant to Section 363 of the Bankruptcy Code,
in its sole discretion);


 


(iii) if any Loan is prepaid
or otherwise repaid, or any Commitment is reduced or terminated in accordance with this Agreement, in each case in whole or in part,
whether voluntarily by the Borrower, by any action of any Agent or Lender or otherwise; or


 


(iv) the Administrative Agent
exercising, or declining to exercise, the DLP VII Option.


 


[Remainder of page intentionally left blank]


 




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


 


		
    GWG HOLDINGS, INC.,

    as Borrower

	 	 
	 	By:	 
	 	 	Name:	                    
	 	 	Title:	 


 


	 	GWG LIFE, LLC,

as Borrower
	 	 
	 	By:	 
	 	 	Name:	               
	 	 	Title:	 


 


	 	GWG LIFE USA, LLC,

as a Guarantor
	 	 
	 	By:	 
	 	 	Name:	     
	 	 	Title:	 


 


	 	GWG DLP Funding V, LLC,

as a Guarantor
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	GWG DLP Funding V Holdings, LLC,

as a Guarantor
	 	 
	 	By:	 
	 	 	Name:	                   
	 	 	Title:	 


 


	 	GWG MCA Capital, Inc.,

as a Guarantor
	 	 
	 	By:	 
	 	 	Name:	              
	 	 	Title:	 


 


[Signature Page to Superpriority Secured Debtor-in-Possession Credit and Guaranty Agreement]


 






     


     


    

 


	 	NATIONAL FOUNDERS LP, as a Lender, the Administrative Agent and the Collateral Agent
	 	 
	 	By:	 
	 	 	Name:	                            
	 	 	Title:	 


 



[Signature Page to Superpriority Secured Debtor-in-Possession
Credit and Guaranty Agreement]


 






     


     


    


 


Schedule 5.17


DLP VII Transaction


 


DLP VII Transaction Terms (at Administrative
Agent’s Sole Option During the DLP VII Option Period)


 


	Initial Advance	
    Greater of:

    





 


		(1)	(70% x Collateral Value) + $ 65 million; and



 


		(2)	the sum of:



 




		(i)	the payoff amount for DLP IV, DLP VI, and this Agreement;



 


		(ii)	the 4-month DLP VII premium reserve amount; and



 


		(iii)	$47 million, net of closing fees, any professional fees and diligence
fees (with the aggregate amount being so netted under this sub-clause (iii) not to exceed $5 million).



 


	Collateral Value	The sum of (i) the NPV of eligible active policies, (ii) amounts on deposit in the Premium Reserve, and (iii) the amount of any pending death benefit claims on eligible policies. 
	 	 
	Valuation Methodology	Consistent with the methodology set forth on Annex D of the DLP VI Credit Agreement and with eligibility criteria substantially similar to Annex A of the DLP VI Credit Agreement. Discount rate to be fixed at 11%.
	 	 
	Valuation Provider	ILS.


 


	Interest Rate	As of any day,


 


		(1)	the Base Interest Rate for the portion of the principal of the
loan as of such day that is less than or equal to 65% of Collateral Value; and



 


		(2)	the Base Interest Rate + 1.50% for the portion of the principal
of the loan as of such day that is greater than 65% of Collateral Value.



 


	Base Interest Rate	
    A fixed rate determined on the closing date,
equal to the weighted average of: 



 


		(1)	5.50%, for the principal amount outstanding under the DLP VI Credit
Agreement immediately prior to being refinanced by the DLP VII Transaction;



 


		(2)	11.00% for $65 million; and



 


		(3)	9.00% for all remaining amounts of the Initial Advance.



 




     


     


    

 


	Interest Payment	Paid current.
	 	 
	Closing Fee	1.00% on the portion of the DLP VII Term Loan used to refinance the DLP IV Credit Agreement and this Agreement.
	 	 
	Term	10 Years.
	 	 
	Prepayment Premium 	
    Prior to 5th anniversary: Interest Make
    Whole + 5%;

    5th to 6th anniversary: 5%;

    6th to 7th anniversary: 4%;

    7th to 8th anniversary: 3%;
    and

    After 8th anniversary: None.

    Payable on the date on which any portion of the principal
    of the loan is due or otherwise repaid, including upon acceleration.

	 	 
	Interest Make Whole	Consistent with DLP VI (i.e., with respect to any prepayment prior to the 5th anniversary, the amount of interest that would have been payable to the 5th anniversary had such prepayment not occurred, discounted at risk-free rate).
	 	 
	Amortization	
    Yr. 1-8:     If
    LTV > 50% or GWG is in BK, all excess cash used to reduce principal balance after payment of premiums, reserves, expenses, interest,
    and any other obligations then due and payable; and

    If LTV ≤ 50% and GWG is not in BK, 50/50 cash spilt after payment of premiums, reserves, expenses, interest, and any other obligations
    then due and payable.

     

    Yr. 9-10:  All excess
    cash used to reduce principal balance after payment of premiums, reserves, expenses, interest, and any other obligations then due and
    payable.

	 	 
	Premium Reserve	4 months funded at closing; 2-6 months thereafter (funded up and down with collections).
	 	 
	Remittance Frequency	Quarterly.
	 	 
	Account Structure	All accounts to be subject to blocked account control agreements.


 




     


     


    

 


Exhibit I


DLP VII Transaction Description


 


At any time during the DLP VII Option Period (but
only on or after the Final Order Entry Date), the Administrative Agent may exercise an option (the “DLP VII Option”)
to consummate the following transaction (the “DLP VII Transaction”) on the fifth (5th) Business Day following the day
on which the Administrative Agent notifies the Borrower of its election to exercise the DLP VII Option (or on such other day that the
Borrower and the Administrative Agent may agree in writing)


 


		1.	GWG Life shall form a newly created special purpose vehicle (the
“DLP VII Parent”) that is similar to GWG DLP Funding Holdings VI, LLC.



 


		2.	The DLP VII Parent shall form a newly created special vehicle
(the “DLP VII Borrower”) that is similar to DLP VI.



 


		3.	The following shall occur contemporaneously:



 


		(a)	NFLP or an Affiliate shall make a term loan (the “DLP
VII Term Loan”) pursuant to documentation substantially similar to that certain DLP VI Credit Agreement and the loan documents
executed in connection therewith (with modifications thereto described in Schedule 5.17 and other appropriate modifications
to be reasonably agreed relating to the Cases, it being agreed that (i) there shall be no “change of control” or similar
provision relating to a change in the ownership of or by any Debtor resulting from any security issued under the Indenture being converted
into, or exchanged for, another security or other property, whether mandatorily or optionally, (ii) any other “change of control”
or similar provision relating to a change in the ownership of any Debtor resulting from the Cases or any plan of reorganization thereunder
shall not result in an event of default under the DLP VII Term Loan agreement but shall result in the lenders thereunder having the right
to request the appointment of an asset manager for DLP VII, which shall be acceptable to DLP VII (not to be unreasonably withheld or
delayed) and whose fees will be paid by DLP VII, (iii) unless waived by the Administrative Agent in its sole discretion, the DLP VII
Transaction shall include a limited guarantee in form and substance substantially similar to the Limited Guarantee (as defined in the
DLP VI Credit Agreement) which shall be delivered by Holdings or any other parent entity as may be determined in connection with the
Cases or any plan of reorganization thereunder (and if delivered by Holdings, shall be permitted to be replaced by a substantially similar
guarantee from any other such parent entity as may be determined in connection with the Cases or any plan of reorganization thereunder)
and (iv) the provision set forth in Section 8.1(j)(ii) of the DLP VI Credit Agreement shall be modified to read: “(ii) any Person
contests in any manner the validity or enforceability of any material provision of any Loan Document, unless (A) such Person is not a
Loan Party or an Affiliate thereof and (B) such contest could not reasonably be expected to result in an adverse determination; or”)
in a principal amount that results in the loan-to-value ratio at closing equaling the Initial Advance Rate set forth on Schedule
5.17.



 


		(b)	The DLP VII Term Loan shall be secured by a first priority perfected
Lien on all of the assets and property of the DLP VII Parent and the DLP VII Borrower, and shall be on the economic terms set forth on
Schedule 5.17.



 




     


     


    

 


		(c)	The proceeds of the DLP VII Term Loan shall be applied in the
following priority: (i) first, after the Borrower’s receipt of a dividend or intercompany transfer by the DLP VII Borrower, and
a contribution or other intercompany transfer thereof by the Borrower to DLP IV and DLP VI, to satisfy in full the obligations of DLP
IV and DLP VI under the SPV Credit Facilities; (ii) second, by the DLP VII Borrower to fund a reserve account as described on Schedule
5.17; (iii) third, after the Borrower’s receipt of a dividend or intercompany transfer by the DLP VII Borrower, to satisfy
in full the Obligations (other than any Obligation that is stated in a Credit Document to survive the termination thereof), including
payment of the Exit Fee (and upon such satisfaction, the Administrative Agent shall deliver a customary payoff letter which shall, amongst
other things, confirm the termination of all Obligations (other than any Obligation that is stated in a Credit Document to survive the
termination thereof) and the release of all Liens granted under the Credit Documents); and (iv) fourth, to the Borrower, for its own
account, by means of a dividend or intercompany transfer by the DLP VII Borrower.



 


		(d)	DLP IV and DLP VI shall distribute their life settlement portfolios
to GWG Life.



 


		(e)	GWG Life shall contribute such life settlement portfolios to the
DLP VII Parent pursuant to Section 363 of the Bankruptcy Code, and the DLP VII Parent shall contribute such life settlement portfolios
to the DLP VII Borrower (or, if required as a condition to the Bankruptcy Court entering the Final Order, the DLP VII Parent or the DLP
VII Borrower shall receive such life settlement portfolios pursuant to Section 363 of the Bankruptcy Code by means of such other means
that is reasonably acceptable to NFLP).



 


		(f)	DLP IV shall forgive the Indebtedness owed to it under the Intercompany
Notes or shall dividend or transfer the Intercompany Notes to GWG Life in which case such notes shall be canceled or otherwise deemed
satisfied.