EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
  

 
  

Published CUSIP Number 44986YAA9 

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

Dated as of February 14, 2014 

among 
 ING U.S., INC. 

as the Borrower, 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender, 

Fronting L/C Issuer 
 and 

Several L/C Agent, 
 and 

The Other Lenders Party Hereto 

CITIBANK, N.A. 
 and 

JPMORGAN CHASE BANK, N.A., 

as Syndication Agents 
 THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD., 
 ING BANK N.V., 

THE ROYAL BANK OF SCOTLAND PLC, 

SUNTRUST BANK, 

U.S. BANK NATIONAL ASSOCIATION, 

BARCLAYS BANK PLC, 
 BNP
PARIBAS, 
 DEUTSCHE BANK SECURITIES INC., 

ROYAL BANK OF CANADA, 

and 
 THE BANK OF NEW YORK
MELLON, 
 as 

Documentation Agents 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 CITIGROUP GLOBAL MARKETS INC., 

J.P. MORGAN SECURITIES LLC, 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 

ING BANK N.V., LONDON BRANCH, 

RBS SECURITIES INC., 

SUNTRUST ROBINSON HUMPHREY, INC.,  

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as 

Joint Lead Arrangers and Joint Book Managers 
  

 
  







 TABLE OF CONTENTS 

 

					
	 Section
	  	Page	 
	 Article I. Definitions and Accounting Terms
	  	 	1	  
		
	 1.01 Defined Terms
	  	 	1	  
	 1.02 Other Interpretive Provisions
	  	 	21	  
	 1.03 Accounting Terms
	  	 	22	  
	 1.04 Rounding
	  	 	23	  
	 1.05 Times of Day
	  	 	23	  
	 1.06 Letter of Credit Amounts
	  	 	23	  
		
	 Article II. The Commitments and Credit Extensions
	  	 	23	  
		
	 2.01 Letters of Credit
	  	 	23	  
	 2.02 Committed Loans
	  	 	35	  
	 2.03 Borrowings, Conversions and Continuations of Committed Loans
	  	 	35	  
	 2.04 Swing Line Loans
	  	 	37	  
	 2.05 Prepayments
	  	 	39	  
	 2.06 Termination or Reduction of Commitments
	  	 	40	  
	 2.07 Repayment of Loans
	  	 	40	  
	 2.08 Interest
	  	 	41	  
	 2.09 Fees
	  	 	41	  
	 2.10 Computation of Interest and Fees
	  	 	42	  
	 2.11 Evidence of Debt
	  	 	42	  
	 2.12 Payments Generally; Administrative Agent’s Clawback
	  	 	43	  
	 2.13 Sharing of Payments by Lenders
	  	 	44	  
	 2.14 Increase in Commitments
	  	 	45	  
	 2.15 Cash Collateral
	  	 	46	  
	 2.16 Defaulting Lenders
	  	 	47	  
	 2.17 Non-NAIC Approved Banks
	  	 	50	  
		
	 Article III. Taxes, Yield Protection and Illegality
	  	 	51	  
		
	 3.01 Taxes
	  	 	51	  
	 3.02 Illegality
	  	 	55	  
	 3.03 Inability to Determine Rates
	  	 	56	  
	 3.04 Increased Costs; Reserves on Eurodollar Rate Loans
	  	 	57	  
	 3.05 Compensation for Losses
	  	 	59	  
	 3.06 Mitigation Obligations; Replacement of Lenders
	  	 	59	  
	 3.07 Survival
	  	 	60	  
		
	 Article IV. Conditions Precedent to Credit Extensions
	  	 	60	  
		
	 4.01 Conditions of Closing Date
	  	 	60	  
	 4.02 Conditions to all Credit Extensions
	  	 	61	  
		
	 Article V. Representations and Warranties
	  	 	62	  
		
	 5.01 Existence, Qualification and Power
	  	 	62	  


  
 i 









					
	 5.02 Authorization; No Contravention
	  	 	62	  
	 5.03 Governmental Authorization; Other Consents
	  	 	62	  
	 5.04 Binding Effect
	  	 	63	  
	 5.05 Financial Statements; No Material Adverse Effect
	  	 	63	  
	 5.06 Litigation
	  	 	63	  
	 5.07 No Default
	  	 	63	  
	 5.08 Environmental Compliance
	  	 	63	  
	 5.09 Taxes
	  	 	64	  
	 5.10 ERISA Compliance
	  	 	64	  
	 5.11 Margin Regulations; Investment Company Act
	  	 	64	  
	 5.12 Disclosure
	  	 	65	  
	 5.13 Compliance with Laws
	  	 	65	  
	 5.14 Anti-Corruption Laws and Sanctions
	  	 	65	  
		
	 Article VI. Affirmative Covenants
	  	 	66	  
		
	 6.01 Financial Statements
	  	 	66	  
	 6.02 Certificates; Other Information
	  	 	67	  
	 6.03 Notices
	  	 	68	  
	 6.04 Payment of Obligations
	  	 	68	  
	 6.05 Preservation of Existence, Etc.
	  	 	69	  
	 6.06 Maintenance of Properties
	  	 	69	  
	 6.07 Maintenance of Insurance
	  	 	69	  
	 6.08 Compliance with Laws
	  	 	69	  
	 6.09 Books and Records
	  	 	69	  
	 6.10 Inspection Rights
	  	 	69	  
	 6.11 Use of Proceeds
	  	 	70	  
		
	 Article VII. Negative Covenants
	  	 	70	  
		
	 7.01 Liens
	  	 	70	  
	 7.02 Indebtedness
	  	 	72	  
	 7.03 Fundamental Changes
	  	 	72	  
	 7.04 Asset Sales
	  	 	72	  
	 7.05 Restricted Payments
	  	 	73	  
	 7.06 Arrangements to Restrict Payments
	  	 	73	  
	 7.07 Transactions with Affiliates
	  	 	73	  
	 7.08 Use of Proceeds
	  	 	73	  
	 7.09 Financial Covenants
	  	 	73	  
		
	 Article VIII. Events of Default and Remedies
	  	 	74	  
		
	 8.01 Events of Default
	  	 	74	  
	 8.02 Remedies Upon Event of Default
	  	 	76	  
	 8.03 Application of Funds
	  	 	76	  
		
	 Article IX. Administrative Agent
	  	 	77	  
		
	 9.01 Appointment and Authority
	  	 	77	  
	 9.02 Rights as a Lender
	  	 	78	  
	 9.03 Exculpatory Provisions
	  	 	78	  


  
 ii 









					
	 9.04 Reliance by Administrative Agent
	  	 	79	  
	 9.05 Delegation of Duties
	  	 	79	  
	 9.06 Resignation of Administrative Agent
	  	 	79	  
	 9.07 Non-Reliance on Administrative Agent and Other Lenders
	  	 	81	  
	 9.08 No Other Duties, Etc.
	  	 	81	  
	 9.09 Administrative Agent May File Proofs of Claim
	  	 	81	  
	 9.10 Release of Guaranty
	  	 	82	  
		
	 Article X. Miscellaneous
	  	 	82	  
		
	 10.01 Amendments, Etc.
	  	 	82	  
	 10.02 Notices; Effectiveness; Electronic Communication
	  	 	83	  
	 10.03 No Waiver; Cumulative Remedies; Enforcement
	  	 	85	  
	 10.04 Expenses; Indemnity; Damage Waiver
	  	 	86	  
	 10.05 Payments Set Aside
	  	 	88	  
	 10.06 Successors and Assigns
	  	 	88	  
	 10.07 Treatment of Certain Information; Confidentiality
	  	 	93	  
	 10.08 Right of Setoff
	  	 	94	  
	 10.09 Interest Rate Limitation
	  	 	94	  
	 10.10 Counterparts; Integration; Effectiveness
	  	 	94	  
	 10.11 Survival of Representations and Warranties
	  	 	95	  
	 10.12 Severability
	  	 	95	  
	 10.13 Replacement of Lenders
	  	 	95	  
	 10.14 Governing Law; Jurisdiction; Etc.
	  	 	96	  
	 10.15 Waiver of Jury Trial
	  	 	97	  
	 10.16 No Advisory or Fiduciary Responsibility
	  	 	97	  
	 10.17 Electronic Execution of Assignments and Certain Other Documents
	  	 	97	  
	 10.18 General Guarantee Agreement
	  	 	98	  
	 10.19 USA PATRIOT Act
	  	 	98	  
	 10.20 Closing Date Assignments
	  	 	98	  
	 10.21 ENTIRE AGREEMENT
	  	 	99	  


  
 iii 









					
	 SCHEDULES
	  		  	
	 1.01
	  	Existing Letters of Credit	  	
	 2.01
	  	Commitments and Applicable Percentages	  	
	 5.06
	  	Litigation	  	
	 5.08
	  	Environmental Claims	  	
	 7.01
	  	Existing Liens	  	
	 7.06
	  	Existing Arrangements Restricting Payments	  	
	 10.02
	  	Administrative Agent’s Office; Certain Addresses for Notices	  	
			
	 EXHIBITS
	  		  	
		
	 Form of
	  	
			
	 A
	  	Committed Loan Notice	  	
	 B
	  	Swing Line Loan Notice	  	
	 C
	  	Note	  	
	 D
	  	Compliance Certificate	  	
	 E
	  	Assignment and Assumption	  	
	 F-1
	  	U.S. Tax Compliance Certificate	  	
	 F-2
	  	U.S. Tax Compliance Certificate	  	
	 F-3
	  	U.S. Tax Compliance Certificate	  	
	 F-4
	  	U.S. Tax Compliance Certificate	  	
	 G
	  	[Reserved]	  	
	 H-1
	  	Fronted Letter of Credit	  	
	 H-2
	  	Several Letter of Credit	  	
	 I
	  	Letter of Credit Application	  	
	 J
	  	Letter of Credit Amendment Application	  	
	 K
	  	Confirmation	  	


  
 iv 








 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of February 14, 2014, among
ING U.S., INC., a Delaware corporation (formerly known as ING America Insurance Holdings, Inc.) (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, Fronting L/C Issuer and Several L/C Agent. 

The Borrower, certain of the Lenders, the Administrative Agent, the Swing Line Lender, the Fronting L/C Issuer, and the Several
L/C Agent have heretofore entered into that certain Revolving Credit Agreement dated as of April 20, 2012 (as heretofore amended or modified, the “Original Agreement”), pursuant to which certain of the Lenders provide
revolving credit loans, the Swing Line Lender provides swing line loans, the Fronting L/C Issuer issues (and the Lenders purchase participations in) letters of credit, and certain of the Lenders, through the Several L/C Agent, issue severally
letters of credit from time to time. 
 The Borrower has requested that the Original Agreement be amended in certain respects
and, in order to do so, that the Original Agreement be amended and restated in its entirety, and the Lenders, the Administrative Agent, the Swing Line Lender, the Fronting L/C Issuer, and the Several L/C Agent are willing to do so on the terms and
conditions set forth herein. 
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and
agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows: 
 Article I. 

Definitions and Accounting Terms 

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent. 
 “Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the
Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a
form acceptable to the Administrative Agent. 
 “Affected Lender” means a Lender that is not obligated
to issue a particular Several Letter of Credit because of one or more of the events or circumstances described in Sections 2.01(a)(iii)(A) or 2.01(a)(iii)(B) and that has elected not to issue such Several Letter of
Credit as a result of one or more of such events or circumstances. 
 “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Parties” has the meaning specified in Section 10.02(c). 

  
 1 








 “Agent-Related Persons” means the Administrative Agent,
together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated), and the partners, officers, directors, employees, agents and advisors
of such Persons and Affiliates. 
 “Aggregate Commitments” means, as of the date of any
determination, the Commitments of all of the Lenders then in effect. As of the date hereof, the Aggregate Commitments shall equal $3,000,000,000. 

“Agreement” means this Amended and Restated Revolving Credit Agreement. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the
Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, prohibiting any material payment of anything of value to a Government Official while knowing or having a reasonable belief that all or some portion will
be used for the purpose of corruptly: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity; (b) inducing a Government Official to use his or her influence with a government or
instrumentality to affect any act or decision of such government or entity; or (c) securing an improper advantage, in each case in order to obtain, retain or direct business. 

“Applicable Insurance Regulatory Authority” means, with respect to a Person, (a) the insurance
department or similar insurance regulatory or administrative authority or agency of the jurisdiction in which such Person is domiciled or (b) to the extent asserting regulatory jurisdiction over such Person, the insurance department, authority
or agency in each state or jurisdiction in which such Person is licensed, and shall include any Federal or national insurance regulatory department, authority or agency that may be created and that asserts insurance regulatory jurisdiction over such
Person. 
 “Applicable Percentage” means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Lender to
make Loans and the obligation of the Fronting L/C Issuer and the Lenders to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender on the Closing Date is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt
Ratings as set forth below: 

  
 2 









																					
	 Applicable Rate
	 
	 Pricing Level
	  	Debt Ratings
S&P/Moody’s	 	  	Commitment
Fee	 	 	Letters of
Credit	 	 	Eurodollar
Rate +	 	 	Base Rate
+	 
	 1
	  	 	3 A- / A3	  	  	 	0.150	% 	 	 	1.125	% 	 	 	1.250	% 	 	 	0.250	% 
	 2
	  	 	BBB+ / Baa1	  	  	 	0.175	% 	 	 	1.250	% 	 	 	1.375	% 	 	 	0.375	% 
	 3
	  	 	BBB / Baa2	  	  	 	0.225	% 	 	 	1.500	% 	 	 	1.625	% 	 	 	0.625	% 
	 4
	  	 	BBB- / Baa3	  	  	 	0.300	% 	 	 	1.750	% 	 	 	1.875	% 	 	 	0.875	% 
	 5
	  	 	< BBB- / Baa3	  	  	 	0.400	% 	 	 	2.125	% 	 	 	2.250	% 	 	 	1.250	% 

 “Debt Ratings” means, as of any date of determination, the ratings as
determined by S&P and Moody’s (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced (except with respect to any Guarantee by the Guarantor), senior unsecured long-term debt or, if such ratings
are not available, the counterparty credit rating or issuer rating, as applicable, of the Borrower by S&P and Moody’s; provided that (a) if the respective Debt Ratings issued by the foregoing rating
agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Ratings for Pricing Level 1 being the highest and the Debt Ratings for Pricing Level 5 being the lowest); (b) if there is a
split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level that is one level lower
than that of such Debt Rating shall apply; and (d) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply. 

On the Closing Date, the Applicable Rate shall be determined based upon the Debt Ratings specified in the certificate delivered
pursuant to Section 4.01(a)(vi). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in either of the Debt Ratings shall be effective, during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective date of the next such change. 

“Applicant” means with respect to a particular Letter of Credit, the Borrower or, if such Letter of
Credit is requested to be issued for the account of any Subsidiary of Borrower, such Subsidiary. 

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

“Arrangers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., J.P. Morgan Securities LLC, ING Bank N.V., London Branch, RBS Securities Inc., SunTrust Robinson Humphrey, Inc., U.S. Bank National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd. in their capacities as joint lead arrangers and joint
book managers. 
 “Assignee Group” means two or more Eligible Assignees that are
Affiliates of one another or two or more Approved Funds managed by the same investment advisor. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible
Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic
documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent and the Borrower. 

  
 3 








 “Attributable Debt” means, on any date, in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its
Subsidiaries for the fiscal year ended December 31, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, prepared in
accordance with GAAP, including the notes thereto, and a comparison against the prior year’s financial condition and results. 

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.01(b)(v).

 “Availability Period” means the period from and including the Closing Date to the earliest of
(a) the Commitment Termination Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of the Fronting L/C Issuer and the Lenders to
make or participate in L/C Credit Extensions and of the commitment of each Lender to make or participate in Loans pursuant to Section 8.02. 

“Bank of America” means Bank of America, N.A. and its successors. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The
“prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

 “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the State of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a
London Banking Day. 
 “Capital Lease” of any Person means any lease of (or other
arrangement conveying the right to use) property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP as in effect as of the date hereof, be required to be accounted for as a capital lease on the balance
sheet of such person. 

  
 4 








 “Cash Collateralize” means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of one or more of the Fronting L/C Issuer, any Limited Fronting Lender or the Lenders, as applicable, as collateral for L/C Obligations or obligations of the Lenders to fund participations in
respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, shall agree in their sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable. “Cash Collateral” shall have a meaning
correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or
(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,
(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 any United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of
Control” means any event or series of events by which: 
 (a) any “person”
or “group” ((A) as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and (B) other than a
“person” or “group” consisting solely of ING Groep N.V. and/or its Subsidiaries) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of shares of the capital stock of the Borrower representing 35% or more
of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower; provided that it shall not be a Change of Control under this clause (a) if a
“person” or “group” other than a “person” or “group” consisting solely of ING Groep N.V. and/or its Subsidiaries becomes the “beneficial
owner”, directly or indirectly, of shares of the capital stock of the Borrower representing 35% or more of the aggregate voting power represented by the issued and outstanding capital stock of the Borrower if such voting power held by
such other “person” or “group” is less than such voting power held by ING Groep N.V. and/or its Subsidiaries; or 

(b) a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied
by persons who were not (A) nominated or approved by the board of directors of the Borrower or the nominating committee thereof or appointed or designated to the board of directors of the Borrower or approved by ING Groep N.V. or one of its
Subsidiaries or (B) nominated, appointed, approved or designated by directors so nominated, appointed, approved or designated. 

“Closing Date” means the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01. 
 “Code” means the Internal
Revenue Code of 1986, as amended. 

  
 5 








 “Collateral Note Facility” means that certain securities
lending transaction contemplated by the Master Securities Loan Agreement dated as of August 19, 2011, between Standard Chartered Bank, as lender, the KCL Master Trust, as borrower, and KCL Services (5) Incorporated, pursuant to which
Standard Chartered Bank loaned securities to KCL Master Trust to be used as reinsurance collateral for Subsidiaries and the Borrower issued a Guarantee. 

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower
pursuant to Section 2.02, (b) issue Several Letters of Credit (or to purchase participations therein if it becomes a Non-NAIC Approved Bank), (c) purchase participations in L/C Obligations, and (d) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

“Commitment Termination Date” means February 14, 2018; provided, however, that if such date is not
a Business Day, the Commitment Termination Date shall be the next preceding Business Day. 
 “Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to
Section 2.02. 
 “Committed Loan” has the meaning specified in
Section 2.02. 
 “Committed Loan Notice” means a notice of
(a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.03(a), which, if in writing, shall be substantially in
the form of Exhibit A. 
 “Committed Loan Sublimit” means an amount
equal to $750,000,000, as such amount may be increased pursuant to Section 2.14 or reduced pursuant to Section 2.06. The Committed Loan Sublimit is part of, and not in addition to, the Aggregate
Commitments. 
 “Compliance Certificate” means a certificate substantially in the form of
Exhibit D. 
 “Confirming Bank” means, as provided in
Section 2.17 with respect to any Non-NAIC Approved Bank, (a) Bank of America or (b) any other Lender or other financial institution acceptable to the Borrower and the Administrative Agent that is an NAIC Approved Bank
and that has agreed to confirm Several Letters of Credit with respect to which such Non-NAIC Approved Bank is an issuer and which are outstanding during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank, in each case pursuant
to a confirmation substantially in the form of Exhibit K, or another form reasonably acceptable to the Borrower, the Confirming Bank and the Several L/C Agent. For the avoidance of doubt, no Lender other than Bank of America shall be
required to be a Confirming Bank. 
 “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. 

“Continuing Lenders” has the meaning specified in Section 10.20. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.


  
 6 








 “Credit Extension” means each of the following: (a) an L/C Credit
Extension and (b) a Borrowing. 
 “Debt” means, at any time for the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP (except as provided below in this definition), without duplication, all of the following: 
  

	 	(a)	all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 


 

	 	(b)	all fixed or contingent obligations arising under or in respect of letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 


 

	 	(c)	net obligations under any Swap Contract (excluding net obligations under Swap Contracts entered into in the ordinary course of business and not for speculative purposes, so long as such net obligations are not due and
owing at the time in question); 

  

	 	(d)	all obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); 


 

	 	(e)	all obligations (excluding (i) prepaid interest thereon and (ii) net obligations under Swap Contracts, to the extent excluded under clause (c) of this definition) secured by a Lien on
property owned or being purchased, whether or not such indebtedness shall have been assumed or is limited in recourse; 

  

	 	(f)	all Attributable Debt in respect of Capital Leases; 

  

	 	(g)	all obligations in respect of capital stock that is mandatorily redeemable at the option of the holder thereof prior to the fourth anniversary of the Closing Date; and 


 

	 	(h)	all Guarantees in respect of any of the foregoing; 

 provided that Debt shall not
include (i) Operating Debt (other than as set forth in the following proviso, and for purposes of the definition of Non-Operating Debt, Section 7.02, Section 8.01(e), and
Section 9.10), (ii) obligations under or in respect of insurance, reinsurance or annuity contracts and (iii) obligations in respect of Hybrid Securities (other than for purposes of
Section 7.02, Section 8.01(e), and Section 9.10) but only to the extent that the Hybrid Securities Amount that is not included as Debt does not exceed
15% of Total Capitalization; provided further, that all obligations of the Borrower under this Agreement (other than obligations in respect of undrawn Letters of Credit) shall be included in determining Debt and any Debt of the Borrower owing
to any Subsidiary in an amount, in the aggregate, up to $500,000,000 shall be included in determining Debt even if such Debt would otherwise be eliminated in consolidation. For all purposes hereof, the Debt of any Person shall include the Debt of
any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.
The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease as of any date shall be deemed to be the amount of Attributable Debt in
respect thereof as of such date. 
 “Debt Ratings” has the meaning specified in the definition of
“Applicable Rate.” 

  
 7 








 “Debt Securities” means any notes, bonds, debentures, or
other similar evidence of Debt for borrowed money or any other term loan Debt, including Debt to Affiliates that are not Subsidiaries of the Borrower, but excluding (a) the Obligations, (b) Debt that is subordinated in right of payment to
the Obligations, (c) other Debt by and among the Borrower and any of its Subsidiaries and (d) borrowings by registered mutual funds and alternative investment vehicles that are recourse only to such fund or vehicle or pursuant to a capital
call line of credit facility that provides recourse to undrawn capital commitments of investors in such fund or vehicle. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in
effect. 
 “Default” means any event or condition that constitutes an Event of Default
or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 

“Default Rate” means (a) when used with respect to any of the Obligations other than Letter
of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate
Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate plus 2% per annum. 
 “Defaulting Lender” means, subject to
Section 2.16(b), any Lender that, (a) has failed to (i) 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 writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Fronting L/C Issuer, the Several L/C
Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to
fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing
or public statement) cannot be satisfied), (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) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, 

  
 8 








 
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of
clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.16(b) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the Fronting L/C Issuer, the Several
L/C Agent, the Swing Line Lender and each other Lender promptly following such determination. 
 “Dollar” and
“$” mean lawful money of the United States. 
 “Eligible Assignee” means any
Person that meets the requirements to be an assignee under Section 10.06(b)(iii), and 10.06(b)(v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into
the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with
the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and
(o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal
of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal
by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under
Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in
endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and
305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or
any ERISA Affiliate to make any required contribution to a Multiemployer Plan. 
 “Eurodollar Rate”
means: 
 (a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank
Offered Rate (“LIBOR”), or a comparable or successor rate approved jointly by the Administrative Agent and the Borrower, as published on the applicable Reuters screen page (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period; and 

  
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 (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; 

provided that to the extent a comparable or successor rate is approved jointly by the Administrative Agent and the Borrower in connection herewith, the
approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent and the Borrower, such approved rate shall be
applied in a manner as otherwise reasonably determined by both the Administrative Agent and the Borrower. 

“Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on
clause (a) of the definition of “Eurodollar Rate.” 
 “Event of
Default” has the meaning specified in Section 8.01. 
 “Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated),
franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under
Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or Section 3.01(c), amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply
with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Existing Letters of Credit” means the letters of credit heretofore issued by Bank of America on a
fronted basis or by the Lenders on a several basis pursuant to the Original Agreement that are described on Schedule 1.01. 

“Exiting Lenders” has the meaning specified in Section 10.20. 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1). 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the


  
 10 








 
Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds 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 Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

“Fee Letters” has the meaning specified in Section 2.09(b). 

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

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

 “Fronted Letter of Credit” means any Letter of Credit which is issued by the Fronting L/C
Issuer pursuant to Section 2.01(a), substantially in the form of Exhibit H-1 (with such changes thereto as are acceptable to the Borrower), or if the Borrower and the Fronting L/C Issuer agree, another form
reasonably acceptable to the Borrower and the Fronting L/C Issuer. 
 “Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Fronting L/C Issuer or any Limited Fronting Lender, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with
respect to Fronted Letters of Credit or Several Letters of Credit, as applicable, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders in accordance with the terms hereof. 
 “Fronting
L/C Issuer” means Bank of America in its capacity as an issuer of Fronted Letters of Credit, or any successor in such capacity. 

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“General Guarantee Agreement” shall mean the General Guarantee Agreement, dated April 17, 2012, and
made by the Guarantor in favor of the Holders (as defined therein) with respect to the Obligations (as defined therein). 

“Government Entity” means any local, municipal, provincial, state or federal government; any public
international organization (such as the World Bank or the International Finance Corporation); and any department, agency or instrumentality of any of the foregoing (including government-owned or government-controlled commercial enterprises).


  
 11 








 “Government Official” means (i) any officer, director,
employee, or official advisor of a Government Entity, (ii) any political party or party official and (iii) any candidate for political office. 

“Governmental Authority” means the government of the United States or any other nation, or of any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantee” means, as to any Person, any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (b) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of
the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning. 

“Guarantor” means Lion Connecticut Holdings Inc., a Connecticut corporation. 

“Guaranty” means that certain Guaranty Agreement dated as of April 20, 2012, made by the Guarantor
for the benefit of the Credit Parties (as defined therein). 
 “Hybrid Securities”
means, at any time, trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities issued by the Borrower or any Subsidiary that is accorded at least some equity treatment by
S&P at the time of issuance thereof. 
 “Hybrid Securities Amount” means, with
respect to any Hybrid Securities, the principal amount (which principal amount may be a portion of the aggregate principal amount) of such Hybrid Securities that is accorded equity treatment by S&P at the time of issuance thereof.

 “Impacted Loans” has the meaning specified in Section 3.03.

 “Increase Effective Date” has the meaning specified in
Section 2.14(e). 
 “Increasing Party” has the meaning specified in
Section 10.20. 
 “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 the Borrower or the Guarantor under any Loan Document and (b) to the extent not otherwise described in clause (a),
Other Taxes. 
 “Indemnitee” has the meaning specified in
Section 10.04(b). 

  
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 “Information” has the meaning specified in
Section 10.07. 
 “Insurance Subsidiary” means any
(a) Subsidiary that is licensed to engage in the business of insurance or reinsurance by any Governmental Authority; and (b) any direct or indirect Subsidiary of such a Subsidiary. 

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest
Period applicable to such Loan and the Commitment Termination Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and
December and the Commitment Termination Date. 
 “Interest Period” means as to each
Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months (or such other period that is twelve months or
less if consented to by all of the Lenders) thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: 

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(iii) no Interest Period shall extend beyond the Commitment Termination Date. 

“IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices
1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any
other document, agreement and instrument entered into by the Fronting L/C Issuer or the Several L/C Agent, as applicable, and the Applicant or in favor of the Fronting L/C Issuer or the Several L/C Agent, as applicable, and relating to any such
Letter of Credit. 
 “Joining Lenders” has the meaning specified in
Section 10.20. 
 “Laws” means, collectively, all international,
foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law. 

  
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 “L/C Credit Extension” means, with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn
under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires,
includes the Fronting L/C Issuer, the Several L/C Agent, each Limited Fronting Lender, and the Swing Line Lender. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit” means any standby letter of credit issued hereunder, substantially in the form of
Exhibit H-1 or Exhibit H-2 (with such changes thereto as are acceptable to the Borrower), or if the Borrower, the Fronting L/C Issuer or the Several L/C Agent (as applicable) otherwise agree, another form
reasonably acceptable to the Borrower, the Fronting L/C Issuer or the Several L/C Agent, as applicable, or any standby letter of credit deemed issued hereunder and shall include the Existing Letters of Credit (which for the avoidance of doubt, will
be deemed issued hereunder as of the Closing Date). 
 “Letter of Credit Application”
means an application and agreement for the issuance of a Letter of Credit, substantially in the form of Exhibit I. 

“Letter of Credit Amendment Application” means an application and agreement for the amendment of a
Letter of Credit, substantially in the form of Exhibit J. 
 “Letter of Credit
Fee” has the meaning specified in Section 2.01(h). 

“Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). Solely for the avoidance of doubt, the filing
of a Uniform Commercial Code financing statement that is a protective lease filing in respect of an Operating Lease that does not constitute a security interest in leased property or otherwise give rise to a Lien does not constitute a Lien solely on
account of being filed in a public office. 
 “Limited Fronting Lender” means,
(a) as provided in Section 2.01(a)(vi), (i) Bank of America (so long as it is not an Affected Lender with respect to a particular Several Letter of Credit) or (ii) any other Lender (so long as it is not an Affected
Lender with respect to a particular Several Letter of Credit) that agrees that it shall be an issuer with respect to any Affected Lender’s Applicable Percentage of a particular Several Letter of Credit, or (b) as provided in
Section 2.17, (i) Bank of America or (ii) any other Lender that is a NAIC Approved Bank and that agrees that it shall be an issuer with respect to any Non-NAIC Approved Bank’s Applicable Percentage of Several
Letters of Credit issued during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank. For the avoidance of doubt, no Lender other than Bank of America shall be required to be a Limited Fronting Lender. 

  
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 “Loan” means an extension of credit by a Lender to the
Borrower under Article II in the form of a Committed Loan or a Swing Line Loan. 

“Loan Documents” means this Agreement, each Note, the Guaranty, each Issuer Document, any agreement
creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement, and the Fee Letters. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market. 
 “Master Agreement” means any form of
master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement. 

“Material Adverse Effect” means (a) a material adverse effect upon the operations, business, assets
or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party. 

“Maximum Rate” has the meaning specified in Section 10.09. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make
contributions. 
 “Multiple Employer Plan” means a Plan which has two or more
contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

“NAIC” means the National Association of Insurance Commissioners and any successor thereto.

 “NAIC Approved Bank” means, as of any date of determination, any Lender that is listed on
the most current “Bank List” of banks approved by the NAIC; provided that if such Lender is a Foreign Lender, such Lender is acting through the United States branch of such Lender listed on such “Bank List”. 

“Net Cash Proceeds” means, with respect to the issuance or incurrence of any Debt Securities by the
Borrower or any of its Subsidiaries or with respect to any sale, transfer, lease or other disposition described in Section 7.04, the excess of (a) the sum of the cash received in connection with such transaction over
(b) the underwriting or placement discounts and commissions or financial advisory fees, if any, and other reasonable and customary out-of-pocket fees, costs, expenses and taxes, incurred by the Borrower or such Subsidiary in connection
therewith. 

  
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 “Net Income” means, for any period, for the Borrower
and its Subsidiaries, the consolidated net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period; provided, however, that there shall be excluded from the calculation of
“Net Income” any effects resulting from (a) accumulated other comprehensive income, (b) all noncontrolling interests (as determined in accordance with the Statement of Financial Accounting Standards No. 160, entitled
“Noncontrolling Interests in Consolidated Financial Statements”), (c) the application of FASB ASC 815 to derivative or hedge transactions entered into with respect to statutory reserves relating to closed block variable annuity
contracts, and the related tax impact and (d) the change in fair value of any liability due to non-performance risk in accordance with FASB ASC 820, and the related tax impact. 

“Net Worth” means, as of any date of determination, the consolidated shareholders’ equity of
the Borrower and its Subsidiaries on that date; provided, however, that there shall be excluded from the calculation of “Net Worth” any effects resulting from (a) accumulated other comprehensive income,
(b) all noncontrolling interests (as determined in accordance with the Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”), (c) the
application of FASB ASC 815 to derivative or hedge transactions entered into with respect to statutory reserves relating to closed block variable annuity contracts, and the related tax impact and (d) the change in fair value of any liability
due to non-performance risk in accordance with FASB ASC 820, and the related tax impact. 
 “Non-Extension
Notice Date” has the meaning specified in Section 2.01(b)(v). 

“Non-NAIC Approved Bank” means, at any time, any Lender that is not a NAIC Approved Bank.

 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or
amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such
time. 
 “Non-Operating Debt” of any Person shall mean, all Debt (other than Operating
Debt) of such Person. 
 “Note” means a promissory note made by the Borrower in favor of
a Lender evidencing Committed Loans made by such Lender, substantially in the form of Exhibit C. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the
Borrower or the Guarantor arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or the Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

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


  
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 “Operating Debt” of any Person shall mean, without
duplication, any Debt or other obligations of such Person (a) in respect of AXXX, XXX and other similar insurance reserve requirements, (b) incurred in connection with repurchase agreements and securities lending, (c) to the
extent the proceeds of which are used directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts in order) to support AXXX, XXX and other similar insurance reserve requirements, (d) to the extent the
proceeds of which are used to fund discrete customer-related assets or pools of assets (and related hedge instruments and capital) that are at least notionally segregated from other assets and have sufficient cash flow to pay principal and interest
thereof, with insignificant risk of other assets of such Person and its subsidiaries being called upon to make such principal and interest payments, (e) excluded from financial leverage by both S&P and Moody’s in their evaluation of
such Person, (f) in respect of letters of credit (other than the Letters of Credit) issued on behalf of any Subsidiary for insurance regulatory or reinsurance purposes, (g) that is consolidated on the balance sheet of such Person as a
“Variable Interest Entity” under ASC 810 (or any successor interpretations or amendments thereto) or (h) that is owed to a Federal Home Loan Bank. 

“Operating Lease” of any Person means any lease (including leases which may be terminated by the lessee
at any time) of any property (whether real, personal or mixed) by such person as lessee which is not a Capital Lease, as determined in accordance with GAAP as in effect on the date hereof. 

“Operating Subsidiary” means any Subsidiary that is actively engaged in the conduct of business,
including any Subsidiary referred to in clause (a) of the definition of Insurance Subsidiary, and any direct or indirect parent company of such Subsidiary that is itself a Subsidiary. For the avoidance of doubt, no captive Subsidiary
established for the purpose of reinsuring redundant reserve liabilities or Security Life of Denver International Limited will be deemed to be an Operating Subsidiary. 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing
or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or
organization of such entity. 
 “Original Agreement” has the meaning specified in the
preamble hereto. 
 “Other Connection Taxes” means, with respect to any Recipient, Taxes
imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or
similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). 

“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on 

  
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such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date
and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 

“Participant” has the meaning specified in Section 10.06(d). 

“Participant Register” has the meaning specified in Section 10.06(d).

 “Participating L/C Issuer” means, from time to time with respect to each Several Letter of
Credit, each Affected Lender or Non-NAIC Approved Bank, as applicable, for whose Applicable Percentage a Limited Fronting Lender has agreed to be liable as an issuer. 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required
contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA,
each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a
Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412
of the Code. 
 “Person” means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA
(including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Public Lender” has the meaning specified in Section 6.02. 

“Recipient” means the Administrative Agent, any Lender, the Fronting L/C Issuer, the Several L/C Agent
or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder. 

“Reducing Party” has the meaning specified in Section 10.20. 

“Register” has the meaning specified in Section 10.06(c). 

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

  
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 “Reportable Event” means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of
Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50%
of the Total Credit Exposures of all Lenders; provided that, if, at any time, any Lender that is an Affiliate of the Borrower has Total Credit Exposure representing more than 20% of the Total Credit Exposures of
all Lenders, then such Lender shall be deemed to have Total Credit Exposure of 20% of the Total Credit Exposures of all Lenders and all other Lenders shall be deemed in the aggregate to have 80% of the Total Credit Exposures of all Lenders
calculated on a pro-rata basis with appropriate adjustment to the denominator. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the
amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line
Lender or the Fronting L/C Issuer, as the case may be, in making such determination. 
 “Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller or any vice president of the Borrower or the Guarantor, as applicable. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower or the Guarantor, as applicable, shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower or the Guarantor, as
applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower or the Guarantor, as applicable. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other ownership interest of the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such capital stock or other ownership interest, or on account of any return of capital to the Borrower’s shareholders. 

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such
time of (a) its outstanding Committed Loans and (b) its participations in L/C Obligations and Swing Line Loans. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw Hill
Financial Inc. and any successor thereto. 
 “Sanction(s)” means economic or financial
sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. Government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European
Union, or Her Majesty’s Treasury of the United Kingdom. 
 “Sanctioned Country”
means, at any time, a country or territory which is the subject or target of any Sanctions broadly prohibiting dealings with such country or territory (on the Closing Date, Cuba, Iran, North Korea, Sudan and Syria). 

  
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 “Sanctioned Person” means, at any time, (a) any Person
listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a
Sanctioned Country to the extent such Person is subject to Sanctions or (c) any Person more than 50% owned or controlled by any such Person. 

“SAP” means the accounting procedures and practices prescribed or permitted by the Applicable Insurance
Regulatory Authority or the NAIC. 
 “SEC” means the Securities and Exchange Commission,
or any Governmental Authority succeeding to any of its principal functions. 
 “Several L/C
Agent” means Bank of America, in its capacity as agent and attorney-in-fact for the Lenders in issuing, extending and amending Several Letters of Credit, or any successor in such capacity. 

“Several Letter of Credit” means any Letter of Credit issued severally by the Lenders, substantially in
the form of Exhibit H-2 (with such changes thereto as are acceptable to the Borrower), or if the Borrower and the Several L/C Agent agree, another form reasonably acceptable to the Borrower and the Several L/C Agent.

 “Statutory Statement” means a statement of the condition and affairs of an Insurance
Subsidiary, prepared in accordance with SAP or as otherwise required or permitted by the Applicable Insurance Regulatory Authority, as modified in accordance with permitted practices approved by the Applicable Insurance Regulatory Authority, and
filed with the Applicable Insurance Regulatory Authority or the NAIC. 
 “Subsidiary” of
a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or
more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

 “Swap Contract” means any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or
any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any Master Agreement. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

  
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 “Swing Line Borrowing” means a borrowing of a Swing Line
Loan pursuant to Section 2.04. 
 “Swing Line Lender” means Bank of
America, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 

“Swing Line Loan” has the meaning specified in Section 2.04(a). 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the
Committed Loan Sublimit. The Swing Line Sublimit is part of, and not in addition to, the Committed Loan Sublimit. 

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

“Threshold Amount” means $200,000,000. 

“Total Capitalization” means, as of any date of determination, for the Borrower and its Subsidiaries on
a consolidated basis, the sum of (a) Net Worth, plus (b) Debt plus (c) the aggregate Hybrid Securities Amount (but only to the extent that such Hybrid Securities
Amount is not included in Debt at such time). 
 “Total Credit Exposure” means, as to
any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

 “Type” means with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan. 
 “UCP” means, with respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). 

“United States” and “U.S.” mean the United States of America. 

“Unreimbursed Amount” has the meaning specified in Section 2.01(c)(i) and
(ii). 
 “U.S. Person” means any Person that is a “United States
Person” as defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3). 
 1.02 Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the 

  
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corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document,
shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights. 
 (b) In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.” 
 (c) Section headings herein and
in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 

1.03 Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time,
applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Debt of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial
liabilities shall be disregarded. 
 (b) Changes in GAAP. If at any time any change in GAAP (each change, an
“Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, in either case within 30 days after
delivery of the financial statements by the Borrower immediately following such Accounting Change, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such Accounting Change (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving
effect to such Accounting Change and (ii) the Borrower 

  
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shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change. 
 1.04
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable). 
 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time. 
 Article II. 

The Commitments and Credit Extensions 

2.01 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) the Fronting L/C Issuer agrees, in reliance upon the
agreements of the Lenders set forth in this Section 2.01, (1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue Fronted Letters of Credit for the
account of the Borrower or any Subsidiary, and to amend or extend Fronted Letters of Credit previously issued by it, and (2) to honor drawings under the Fronted Letters of Credit; (B) each Lender agrees, through the Several L/C Agent,
(1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower
or any Subsidiary in such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for
itself alone, drawings under the Several Letters of Credit in an amount equal to its Applicable Percentage of such drawings; (C) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or
any Subsidiary and any drawings thereunder in accordance with their Applicable Percentages; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be
issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.01, agrees to issue
through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own 

  
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behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as
applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and
(E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase
participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such
Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments,
(y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment (except as provided in clauses (A), (D) and (E), as applicable, above for the Fronting L/C Issuer
or a Limited Fronting Lender) and (z) the aggregate stated amount of (1) Fronted Letters of Credit plus (2) Several Letters of Credit for which Bank of America is acting as a Limited Fronting Lender or a Confirming Bank shall
not exceed $250,000,000 at any time. Each request by the Borrower or any Subsidiary for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested
complies with the conditions set forth in this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. From and after the Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit
shall be deemed to have been issued pursuant to this Agreement by the Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be amended in accordance with Section 2.01(b)(iv), effective as of
the Closing Date, so that the liability of the Lenders under such Several Letters of Credit from and after the Closing Date shall be in accordance with the Lenders’ respective Applicable Percentages and such Several Letters of Credit, as so
amended, shall be deemed to have been issued pursuant to this Agreement. 
 (ii) Neither the Fronting L/C Issuer, the Several
L/C Agent nor the Lenders, as applicable, shall issue any Letter of Credit, if: 
 (A) subject to
Section 2.01(b)(v), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

(B) the expiry date of the requested Letter of Credit would occur more than twelve months after the Commitment Termination
Date, unless all the Lenders have approved such expiry date. 
 (iii) Neither the Fronting L/C Issuer, the Several L/C Agent
nor the Lenders, as applicable, shall be under any obligation to issue any Letter of Credit if: 
 (A) any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender from issuing
such Letter of Credit, or any Law applicable to the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof 

  
 24 








 
by such Lender, any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Fronting L/C Issuer, the Several L/C
Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender shall prohibit, or request that the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any
Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any
Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender any unreimbursed loss, cost
or expense that was not applicable on the Closing Date and which the Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender in good faith deems material to it; 

(B) the issuance of such Letter of Credit would violate one or more policies of the Fronting L/C Issuer, the Several L/C Agent
or, if the Administrative Agent has been notified thereof by such Lender, any Lender applicable to letters of credit generally; 

(C) except as otherwise agreed by the Fronting L/C Issuer or the Several L/C Agent, as applicable, such Letter of Credit is in
an initial stated amount less than $100,000; 
 (D) such Letter of Credit is to be denominated in a currency other than
Dollars; or 
 (E) after issuance of such Letter of Credit, more than 25 Letters of Credit would be outstanding unless the
Borrower, the Fronting L/C Issuer and the Several L/C Agent otherwise agree; 
 (F) if such Letter of Credit is a Fronted
Letter of Credit or a Several Letter of Credit in respect of which there is a Limited Fronting Lender, any Lender is at that time a Defaulting Lender, unless the Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, has
entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, with the Borrower or such Lender to eliminate the Fronting L/C Issuer’s or
the applicable Limited Fronting Lender’s, as applicable, actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either such Letter of Credit or
such Letter of Credit and all other L/C Obligations as to which the Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, has actual or potential Fronting Exposure, as it may elect in its sole discretion. 

  
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 (iv) Neither the Fronting L/C Issuer, the Several L/C Agent nor any Lender, as
applicable, shall amend or extend any Letter of Credit if it would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. 

(v) Neither the Fronting L/C Issuer, the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to
amend any Letter of Credit if (A) the Fronting L/C Issuer, the Several L/C Agent or such Lender, as applicable, would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit. 
 (vi) Each Lender
shall promptly notify the Administrative Agent (which shall in turn notify the Several L/C Agent and the Borrower) upon becoming an Affected Lender with respect to a particular Several Letter of Credit. In the absence of receipt by the
Administrative Agent of such notice by a Lender that it has become an Affected Lender with respect to a particular Several Letter of Credit, it shall be conclusively presumed by the Administrative Agent and the Several L/C Agent that such Lender is
not an Affected Lender with respect to such Several Letter of Credit. If such notice is given by an Affected Lender with respect to a particular Several Letter of Credit, such notice shall not be effective as a like notice with respect to any other
Several Letter of Credit. If such notice is given by an Affected Lender with respect to a particular Several Letter of Credit, upon the Borrower’s request, (A) subject to the limitation set forth in Section 2.01(a)(i),
Bank of America will act as the Limited Fronting Lender for such Affected Lender with respect to such Several Letter of Credit, or (B) another Lender may agree (in its sole discretion) to act as the Limited Fronting Lender for such Affected
Lender with respect to such Several Letter of Credit upon such terms and conditions as such Affected Lender and such other Lender may agree. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Applicant delivered to
(A) the Fronting L/C Issuer, in the case of Fronted Letters of Credit, (B) the Several L/C Agent, in the case of Several Letters of Credit, and (C) the Administrative Agent, in each case, in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the Applicant. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the
Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, as applicable, by personal delivery or by any other means acceptable to the Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, as applicable. Such Letter of
Credit Application must be received by the Fronting L/C Issuer or the Several L/C Agent, as applicable, and the Administrative Agent (A) in the case of a Fronted Letter of Credit, not later than 11:00 a.m. at least two Business Days prior to
the proposed issuance date or date of amendment (or such later date and time as the Administrative Agent and the Fronting L/C Issuer may agree in a particular instance in their sole discretion), and (B) in the case of a Several Letter of
Credit, not later than 11:00 a.m. at least three Business Days prior to the proposed issuance date or date of amendment (or such later date and time as the Administrative Agent and the Several L/C Agent may agree in a particular instance in their
sole discretion). In the case of a request for an initial issuance of a Letter of Credit, the Borrower shall submit a Letter of Credit Application. In the case of a request for an amendment of any outstanding Letter of Credit, the Borrower shall
submit a Letter of Credit Amendment Application. 

  
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 (ii) Promptly after receipt of any Letter of Credit Application or Letter of
Credit Amendment Application, the Fronting L/C Issuer or Several L/C Agent, as applicable, will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application
or Letter of Credit Amendment Application from the Applicant and, if not, the Fronting L/C Issuer or Several L/C Agent, as applicable, will provide the Administrative Agent with a copy thereof. Promptly thereafter the Administrative Agent will
provide each Lender with a copy thereof. Unless the Fronting L/C Issuer or Several L/C Agent, as applicable, has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that such Letter of Credit is not permitted to be issued hereunder or that one or more applicable conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, the Fronting L/C Issuer or Several L/C Agent, as applicable, shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the
applicable amendment, as the case may be, in each case in accordance with the Fronting L/C Issuer’s or Several L/C Agent’s, as applicable, usual and customary business practices. 

(iii) The Several L/C Agent is hereby authorized to execute and deliver each Several Letter of Credit and each amendment
to a Several Letter of Credit on behalf of each Lender and to otherwise act on behalf of each Lender with respect to each Several Letter of Credit as provided herein. The Several L/C Agent shall use the Applicable Percentage of each Lender as its
“Percentage Obligation” (or equivalent term) under each Several Letter of Credit; provided that the applicable Limited Fronting Lender, in its capacity as such, shall, in addition to its own “Percentage
Obligation” as a Lender, have a “Percentage Obligation” (or equivalent term) equal to the Applicable Percentage of each Participating L/C Issuer for which such Limited Fronting Lender serves in such capacity under such
Several Letter of Credit. The Several L/C Agent is hereby authorized by the Lenders to amend a Several Letter of Credit to change the “Percentage Obligation” (or equivalent term) of a Lender or to add or delete a Lender liable
thereunder in connection with an assignment or any other addition or replacement of a Lender in accordance with the terms of this Agreement. In the event a Lender becomes a Participating L/C Issuer or ceases to be a Participating L/C Issuer, the
Several L/C Agent is hereby authorized by the Lenders to amend each Several Letter of Credit to reflect such change in status and to change the “Percentage Obligation” (or equivalent term) of the applicable Limited Fronting Lender,
as the case may be. Each Lender hereby irrevocably constitutes and appoints the Several L/C Agent its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of
the Several L/C Agent for the limited purpose of issuing, executing and delivering, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and for carrying out the purposes of this Agreement with respect
to Several Letters of Credit, each as provided herein. 
 (iv) It is the intention and agreement of the Administrative
Agent, the Lenders and the Several L/C Agent that (A) except as otherwise expressly set forth herein (including with respect to Limited Fronting Lenders), the rights and obligations of the Lenders in respect of outstanding Several Letters of
Credit shall be determined in accordance with the Applicable Percentages of the Lenders from time to time in effect 

  
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and (B) outstanding Several Letters of Credit shall be promptly amended to reflect any changes in the Applicable Percentages of the Lenders, whether arising in connection with an
assignment pursuant to Section 10.06, an increase of the Aggregate Commitments pursuant to Section 2.14, or any other event or circumstance resulting in a change in the Applicable Percentages of the Lenders
under this Agreement. However, it is acknowledged by the Administrative Agent, the Lenders and the Several L/C Agent that amendments of outstanding Several Letters of Credit may not be immediately effected and may be subject to the consent of the
beneficiaries of such Several Letters of Credit. Accordingly, whether or not Several Letters of Credit are amended as contemplated hereby, the Lenders agree that they shall purchase and sell participations or otherwise make or effect such payments
among themselves (but through the Administrative Agent) so that payments by the Lenders of drawings under Several Letters of Credit and payments by the Borrowers of Unreimbursed Amounts and interest thereon are, except as otherwise expressly set
forth herein (including with respect to Limited Fronting Lenders and Defaulting Lenders), in each case shared by the Lenders in accordance with the Applicable Percentages of the Lenders from time to time in effect. 

(v) If the Applicant so requests in any applicable Letter of Credit Application, the Fronting L/C Issuer or the Several L/C
Agent (on behalf of the Lenders), as applicable, may, in its sole discretion, agree to issue a Letter of Credit (including any Existing Letter of Credit) that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit the Fronting L/C Issuer or the Several L/C Agent, as applicable, to prevent any such extension at least once in each twelve-month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, which shall be not later than
30 days prior to the then effective expiration date (the “Non-Extension Notice Date”). Unless otherwise directed by the Fronting L/C Issuer or the Several L/C Agent, as applicable, the Applicant shall not be required to make
a specific request to the Fronting L/C Issuer or the Several L/C Agent, as applicable, for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Fronting
L/C Issuer or the Several L/C Agent, as applicable, to permit the extension of such Letter of Credit at any time to an expiry date not later than twelve months from the then existing expiry date and in any event not later than twelve months after
the Commitment Termination Date; provided, however, that the Fronting L/C Issuer or the Several L/C Agent, as applicable, shall not permit any such extension if (A) the Fronting L/C Issuer or the Several L/C Agent, as applicable, has
determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied, and in each such case directing the Fronting L/C Issuer or the Several L/C Agent, as applicable, not to permit such extension. 

(vi) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the Fronting L/C Issuer or the Several L/C Agent, as applicable, will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

  
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 (c) Drawings and Reimbursements; Funding of Participations.

 (i) Upon receipt from the beneficiary of any Fronted Letter of Credit of any notice of a drawing under
such Fronted Letter of Credit, the Fronting L/C Issuer shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and the Lenders of the date (the “Honor Date”) on which the
Fronting L/C Issuer anticipates that payment of such drawing will be made. Not later than 2:00 p.m. on the Business Day immediately following the Honor Date, so long as the Borrower has received notice of such payment from the Fronting L/C
Issuer or the Administrative Agent by 10:00 a.m. on such Honor Date and, otherwise, not later than 2:00 p.m. on the second Business Day immediately following the Honor Date (each such date, a “Letter of Credit Reimbursement
Date”), the Borrower shall reimburse the Fronting L/C Issuer through the Administrative Agent an amount equal to the amount of such drawing (such amount, the “Unreimbursed Amount”). If the Borrower fails to make
such reimbursement by the required time and if such Unreimbursed Amount is not repaid on the date the required time occurs through a Borrowing of Base Rate Loans in accordance with clause (ii) below, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the Unreimbursed Amount, and the amount of such Lender’s Applicable Percentage thereof. Each Lender shall, upon any notice pursuant to this Section 2.01(c)(i), in purchase of its
participation in such Unreimbursed Amount, make funds available to the Administrative Agent for the account of the Fronting L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Applicable Percentage of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, which notice shall be given not later than 10:00 a.m. on the Business Day specified. If any Defaulting Lender shall fail to make
such funds available, any Cash Collateral delivered on account of such Defaulting Lender for such Fronted Letter of Credit shall be applied by the Administrative Agent to the reimbursement of the Fronting L/C Issuer as required hereunder. The
Administrative Agent shall remit the funds so received or applied to the Fronting L/C Issuer. Any notice given by the Fronting L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of
Credit, the Several L/C Agent shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower and the Lenders, of the date (also, the “Honor Date”) on which the Several L/C
Agent anticipates that payment of such drawing will be made, which notice shall be given not later than 2:00 p.m. on the Business Day immediately preceding the Honor Date. Not later than 10:00 a.m. on the Honor Date and without further notice or
demand by the Several L/C Agent or the Administrative Agent, (A) each Lender (including each Limited Fronting Lender) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its
Applicable Percentage (and, in the case of each Limited Fronting Lender, the Applicable Percentage of each applicable Participating L/C Issuer) of the drawing under such Several Letter of Credit and, (B) in the event a Limited Fronting Lender
pays the Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such 

  
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Applicable Percentage to such Limited Fronting Lender in purchase of its participation in such payment. Not later than 2:00 p.m. on the Business Day immediately following the Honor Date, so long
as the Borrower has received notice of payment under such Several Letter of Credit from the Several L/C Agent or the Administrative Agent by 10:00 a.m. on the Honor Date and, otherwise, not later than 2:00 p.m. on the second Business Day
immediately following the Honor Date (each such date, also a “Letter of Credit Reimbursement Date”), the Borrower shall pay to the Lenders through the Administrative Agent an amount equal to the amount of such drawing (such
amount, also the “Unreimbursed Amount”). Any notice given by the Several L/C Agent or the Administrative Agent pursuant to this Section 2.01(c)(ii) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(iii) In the event the Borrower fails to pay any Unreimbursed Amount as required by clause (i) or
(ii) above, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Business Day such Unreimbursed Amount is due in an amount equal to such Unreimbursed Amount, without regard
to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 4.02 (other than the delivery of a Committed Loan Notice). Each Borrowing made pursuant to this Section 2.01(c)(iii) shall be applied by the Administrative Agent to pay the related Unreimbursed Amount.

 (iv) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans
because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, such Unreimbursed Amount (together with interest) shall be immediately due and payable by the Borrower without further demand. 

(v) Any Unreimbursed Amount that is not paid by the Borrower by 2:00 p.m. on the Honor Date shall bear interest from the
Honor Date to the applicable Letter of Credit Reimbursement Date at a rate equal to the Base Rate plus the Applicable Rate for Base Rate Loans. If an Unreimbursed Amount is not paid by the Borrower by 2:00 p.m. on the applicable Letter of Credit
Reimbursement Date (whether through a Borrowing of Base Rate Loans or otherwise), each Unreimbursed Amount shall bear interest from the applicable Letter of Credit Reimbursement Date to the date that such Unreimbursed Amount is paid by the Borrower
(whether through a Borrowing of Base Rate Loans or otherwise) at a rate equal to the Base Rate plus the Applicable Rate for Base Rate Loans plus 2% per annum. 

(vi) Until each Lender funds its obligation pursuant to this Section 2.01(c), interest in
respect of such Lender’s Applicable Percentage of each Unreimbursed Amount shall be solely for the account of the Fronting L/C Issuer or the Several L/C Agent (if the Several L/C Agent has funded on behalf of such Lender, as provided in
Section 2.01(c)(viii)), as applicable. 
 (vii) Each Lender’s obligation to fund its
obligations pursuant to this Section 2.01(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the Fronting L/C Issuer or the Several L/C Agent, as applicable, the Administrative Agent, the Borrower or any other Person for any reason 

  
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whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.01(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a
Committed Loan Notice). No such funding by any Lender shall relieve or otherwise impair the obligation of the Borrower to pay each Unreimbursed Amount, together with interest as provided herein. 

(viii) If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.01(c) by the time specified in Section 2.01(c)(i) or 2.01(c)(ii), as applicable, the Fronting L/C Issuer or the Several L/C Agent (to the extent that
the Several L/C Agent shall have funded such amount on behalf of such Lender, it being understood and agreed that the Several L/C Agent shall have no obligation or liability to fund any amount under any Several Letter of Credit other than in its
capacity as a Lender), as applicable, shall, through the Administrative Agent, be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such
payment is immediately available to the Administrative Agent at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,
plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A certificate of the Administrative Agent with respect to any amounts owing under this
clause (viii) shall be conclusive absent manifest error. 
 (d) Repayment of Fundings. 

(i) If after any Lender (including any Limited Fronting Lender) has funded its obligation under Section 2.01(c)
in respect of any drawing under any Letter of Credit, the Administrative Agent receives any payment (including any payment of interest) in respect of the related Unreimbursed Amount (whether directly from the Borrower or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), then the Administrative Agent will distribute to such Lender its Applicable Percentage (or applicable share as provided herein) thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s funding was outstanding) in the same funds as those received by the Administrative Agent. If any Lender has not funded its obligation as aforesaid, such Lender’s
Applicable Percentage (or other applicable share as provided herein) of such payment shall be paid to the Fronting L/C Issuer or the Several L/C Agent (if the Several L/C Agent shall have funded on behalf of such Lender, as provided in
Section 2.01(c)(viii)), as applicable. 
 (ii) If any payment made by the Administrative Agent to the
Lenders pursuant to Section 2.01(d)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement), each Lender shall pay to the Administrative
Agent its Applicable Percentage (or other applicable share as provided herein) thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum
equal to the Federal Funds Rate from time to time in effect. 

  
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 (e) Obligations Absolute. The obligation of the Borrower to pay each
Unreimbursed Amount shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at
any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Fronting L/C Issuer, the Several L/C Agent, any Lender, the Administrative Agent or
any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) waiver by the Fronting L/C Issuer, the Several L/C Agent or any Lender, as applicable, of any requirement that exists for
the Fronting L/C Issuer’s, the Several L/C Agent’s, or such Lender’s, as applicable, protection and not the protection of the Borrower or any waiver by the Fronting L/C Issuer, the Several L/C Agent or any Lender, as applicable, which
does not in fact materially prejudice the Borrower; 
 (v) honor of a demand for payment presented electronically even if
such Letter of Credit requires that demand be in the form of a draft; 
 (vi) any payment made by the Fronting L/C Issuer,
the Several L/C Agent or any Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date
is authorized by the ISP; 
 (vii) any payment by the Fronting L/C Issuer or the Lenders under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment made by the Fronting L/C Issuer or the Lenders, as applicable, under such Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; 
 (viii) any Letter of Credit having a Subsidiary of the Borrower as an
Applicant; or 
 (ix) any other circumstance or happening whatsoever, including any failure of the Borrower to receive notice
of any Honor Date, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

  
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 The Borrower and any other Applicant shall promptly examine a copy of each Letter of Credit and each amendment
thereto requested by the Borrower and such Applicant that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s or such Applicant’s instructions or other irregularity, the Borrower or such Applicant will
notify the Fronting L/C Issuer (with respect to Fronted Letters of Credit) or the Several L/C Agent (with respect to Several Letters of Credit) within two Business Days of receipt of such Letter of Credit or amendment. The Borrower and such
Applicant shall be conclusively deemed to have waived any such claim against the Fronting L/C Issuer, the Several L/C Agent or the Lenders, as applicable, unless such notice is given as aforesaid. 

(f) Role of Fronting L/C Issuer, Several L/C Agent and Limited Fronting Lender. Each Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit, neither the Fronting L/C Issuer, the Several L/C Agent nor any Limited Fronting Lender shall have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Fronting L/C Issuer, the Several L/C
Agent nor any Limited Fronting Lender, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any Issuer Document. Each of the Borrower and any other Applicant hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any
other agreement. None of the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Fronting L/C Issuer, the Several L/C Agent or
any Limited Fronting Lender shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower (or any other applicable Applicant) may have a claim against the Fronting L/C Issuer or the Several L/C Agent, as applicable, and Fronting L/C Issuer or the Several L/C Agent, as
applicable, may be liable to the Borrower or such Applicant, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower or such Applicant which the Borrower or such Applicant
proves were caused primarily by the Fronting L/C Issuer’s or the Several L/C Agent’s, as applicable, gross negligence or willful misconduct or the Fronting L/C Issuer’s or the Several L/C Agent’s, as applicable, willful failure
to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the
Fronting L/C Issuer or the Several L/C Agent, as applicable, may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Fronting
L/C Issuer, the Several L/C Agent or any Limited Fronting Lender, as applicable, shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Fronting L/C Issuer or the Several L/C Agent, as applicable, may send a Letter of Credit or conduct any
communication to or from the beneficiary via the Society of Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a
beneficiary. 

  
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 (g) Applicability of ISP or UCP. Unless otherwise expressly agreed by the
Fronting L/C Issuer or the Several L/C Agent, as applicable, and the Borrower when a Letter of Credit is issued, the rules of the ISP or UCP (as chosen by the Borrower) shall apply to each Letter of Credit. Notwithstanding the foregoing, the
Fronting L/C Issuer or the Several L/C Agent, as applicable, shall not be responsible to the Borrower for, and the Fronting L/C Issuer’s or the Several L/C Agent’s, as applicable, rights and remedies against the Borrower shall not be
impaired by, any action or inaction of the Fronting L/C Issuer or the Several L/C Agent, as applicable, required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement,
including the Law or any order of a jurisdiction where the Fronting L/C Issuer or the Several L/C Agent, as applicable, or the beneficiary is located or the practice stated in the ISP or the UCP, as applicable. 

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued equal to the Applicable Rate (converted to a daily rate) times the daily maximum amount available
to be drawn under such Letter of Credit. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Commitment Termination Date, on the date that is twelve months after the Commitment Termination Date and thereafter on demand. If there is any change in
the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to
the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 

(i) Fronting Fee and Documentary and Processing Charges. The Borrower shall pay directly to the Fronting L/C Issuer for
its own account a fronting fee with respect to each Fronted Letter of Credit, at the rate per annum specified in the Fee Letter entered into with Bank of America, computed on the daily amount available to be drawn under such Letter of Credit. Such
fronting fee shall be computed on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Commitment Termination Date, on the date that is twelve months after the Commitment Termination Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the Fronting L/C Issuer or the Several L/C Agent, as applicable, for its
own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Fronting L/C Issuer or the Several L/C Agent, as applicable, relating to each Letter of Credit as from time to time
in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. In respect of any period that, pursuant to Section 2.01(a)(vi) or Section 2.17, Bank of America
acts as a Limited Fronting Lender or as a Confirming Bank for any Lender that becomes an Affected Lender or a Non-NAIC Approved Bank, as applicable, the Letter of Credit Fee payable to such Lender shall be reduced by 0.25% per annum (or such
lesser percentage as Bank of America may agree) and Bank of America shall receive the amount of such reduction from each Borrower for its own account as a fronting fee or confirmation fee, as applicable. In the event that, pursuant to
Section 2.01(a)(vi) or Section 2.17, any other Lender agrees to act as a Limited Fronting Lender or Confirming Bank for any Lender that becomes an Affected Lender or a Non-NAIC Approved Bank, such other Lender
shall receive such compensation therefor as such Affected Lender or Non-NAIC Approved Bank and such other Lender may agree. 

  
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 (j) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 
 (k) Letters of Credit Issued for
Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to pay each Unreimbursed Amount and accrued
interest thereon with respect to each Letter of Credit that is issued and outstanding hereunder. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Borrower, and
that the Borrower’s business derives substantial benefits from the businesses of its Subsidiaries. 
 2.02 Committed Loans.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Outstanding Amount of Committed
Loans shall not exceed the Committed Loan Sublimit, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, and (iii) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment. Within the
limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.02, prepay under Section 2.05, and reborrow under this
Section 2.02. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
 2.03
Borrowings, Conversions and Continuations of Committed Loans. 
 (a) Each Committed Borrowing, each conversion of
Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by
the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six
months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such
Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three
Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all
the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in
Sections 2.01(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.


  
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Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the
other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed,
converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to
specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of
Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of
its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Obligations outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full
of any such L/C Obligations, and second, shall be made available to the Borrower as provided above. 
 (c) Except as
otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders. 
 (d) The Administrative Agent shall promptly notify the
Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower
and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all
continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 

  
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 2.04 Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the
Availability Period; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit, (ii) the Total Outstandings shall not exceed
the Aggregate Commitments, (iii) the aggregate Outstanding Amount of Swing Line Loans, plus the Swing Line Lender’s Applicable Percentage of the Outstanding Amount of all Committed Loans and L/C Obligations shall not exceed the
Commitment of the Swing Line Lender, and (iv) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this
Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the
Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify
(i) the amount to be borrowed, which shall be a minimum of $250,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender
will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing)
of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing
(A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may in its sole discretion, not later than 3:00 p.m. on the borrowing date specified in such Swing Line
Loan Notice, make the amount of such Swing Line Loan available to the Borrower. 
 (c) Refinancing of Swing Line
Loans. 
 (i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which
hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.
Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples
specified 

  
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therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall
make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with
respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line
Lender. 
 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders severally fund its risk
participation in the relevant Swing Line Loan in an amount equal to its Applicable Percentage of such Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation. 
 (iii) If any Lender fails
to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid
shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve
or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

  
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 (d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to
the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The
Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing
the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line
Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 
 (f)
Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the applicable Swing Line Loans directly to the Swing Line Lender. 

2.05 Prepayments. 
 (a)
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be
prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on
the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with
their respective Applicable Percentages. 

  
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 (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given
by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect (including pursuant to
Section 7.04), the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. If for any
reason the Outstanding Amount of Committed Loans at any time exceeds the Committed Loan Sublimit then in effect (including pursuant to Section 7.04), the Borrower shall immediately prepay the Committed Loans in an aggregate amount
equal to such excess. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the Swing Line Sublimit then in effect (including pursuant to Section 7.04), the Borrower shall immediately prepay the Swing
Line Loans in an aggregate amount equal to such excess. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 

2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Committed Loan Sublimit or the Swing
Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of
Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full. 

2.07 Repayment of Loans. 

(a) The Borrower shall repay to the Lenders on the Commitment Termination Date the aggregate principal amount of Committed
Loans outstanding on such date. 
 (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date ten Business Days after such Loan is made and (ii) the Commitment Termination Date. 

  
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 2.08 Interest. 

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan
shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. 

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (iii) Upon the request of the Required
Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws; provided that upon the occurrence of an Event of Default under Sections 8.01(a) or (g), the outstanding Obligations hereunder shall automatically accrue interest at the Default
Rate to the fullest extent permitted by applicable Laws. 
 (c) Interest on each Loan shall be due and payable in arrears on
each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law. 
 2.09 Fees. In addition to certain fees described in subsections (h) and
(i) of Section 2.01: 
 (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be
counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and
on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect. 

  
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 (b) Other Fees. 

(i) The Borrower has entered into separate confidential fee letters with certain of the Arrangers and Bank of America
(collectively, the “Fee Letters”). The Borrower shall pay to each such Arranger and Bank of America for their own respective accounts the fees in the amounts and at the times specified in the applicable Fee Letter. All such
fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 (ii) The Borrower shall pay to
the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by
reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 2.11
Evidence of Debt. 
 (a) The Credit Extensions (and the L/C Obligations arising therefrom) made or participated in by
each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions (and the L/C Obligations arising therefrom) made or participated in by the Lenders and the interest and payments thereon. Any failure to so record or any error in doing so shall
not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date,
Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 
 (b) In addition to the accounts
and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. 

  
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 2.12 Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction
for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or
other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case may be. 
 (b) Clawback. 

(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.03 (or,
in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.03) and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

  
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 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Fronting L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Fronting L/C Issuer, as the case may be, the amount
due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Fronting L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to
such Lender or the Fronting L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
 A notice
of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans and to honor
drawing under, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such
drawing or participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and except for Limited Fronting
Lenders with respect to Several Letters of Credit they have issued on behalf of Affected Lenders or Non-NAIC Approved Banks, no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to honor a drawing or to
purchase its participation or to make its payment under Section 10.04(c). 
 (e) Funding Source.
Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan or other funding
obligation in any particular place or manner. 
 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations held by it (whether as in issuer or as a participant) or in Swing Line
Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and participations in L/C Obligations (whether as in issuer or
as a 

  
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participant) and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on
behalf of 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), (y) the application of Cash Collateral provided for in
Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans
to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

The Borrower and the Guarantor consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower and the Guarantor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the
Borrower or the Guarantor in the amount of such participation. 
 2.14 Increase in Commitments. 

(a) Request for Increase. Provided no Event of Default then exists, upon notice to the Administrative Agent (which shall
promptly notify such of the Lenders as the Administrative Agent and the Borrower shall designate), the Borrower may, from time to time, request an increase in the Aggregate Commitments by an amount not exceeding $1,000,000,000 in the aggregate;
provided that any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each
designated Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the designated Lenders). 

(b) Committed Loan Sublimit Increase. The Committed Loan Sublimit shall not be increased in conjunction with any such
increase in the Aggregate Commitments. 
 (c) Lender Elections to Increase. Each designated Lender shall notify the
Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any designated Lender not
responding within such time period shall be deemed to have declined to increase its Commitment. 
 (d) Notification by
Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender (which approvals shall not be unreasonably withheld or delayed), the Borrower may also invite additional Eligible Assignees to become
Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. 

  
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 (e) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Borrower (in consultation with the Administrative Agent) shall determine the effective date (the “Increase Effective Date”) and the final allocation of such
increase. The Administrative Agent shall promptly notify the Borrower, the Lenders and any party to become a Lender on the Increase Effective Date of the final allocation of such increase and the Increase Effective Date. The Administrative Agent is
authorized and directed to amend and distribute to the Lenders, including any party becoming a Lender on the Increase Effective Date, a revised Schedule 2.01 that gives effect to the increase and the allocation among the Lenders.

 (f) Conditions to Effectiveness of Increase. The Borrower shall prepay or, if reasonably practicable, the
Administrative Agent shall reallocate, any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed
Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.14. In addition, any funded participations in L/C Obligations or Swing Line Loans shall, to the
extent reasonably practicable, be allocated among the Lenders so that such funded participations are held ratably by the Lenders in accordance with any revised Applicable Percentages. 

(g) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13or 10.01 to the contrary. 
 2.15 Cash Collateral. 

(a) Certain Credit Support Events. If (i) the Fronting L/C Issuer has honored any full or partial drawing request
under any Fronted Letter of Credit and such drawing has resulted in an Unreimbursed Amount that is not paid by the Borrower when due, (ii) a Limited Fronting Lender has honored any drawing request under any Several Letter of Credit and such
drawing has resulted in an Unreimbursed Amount that is not paid by the Borrower when due, (iii) the Lenders, through the Several L/C Agent, have honored any drawing request under any Several Letter of Credit and such drawing has resulted in an
Unreimbursed Amount that is not paid by the Borrower when due, (iv) as of the Commitment Termination Date, any L/C Obligation for any reason remains outstanding, (v) the Borrower shall be required to provide Cash Collateral pursuant to
Section 8.02(c), or (vi) there shall exist a Defaulting Lender, the Borrower shall (A) immediately and without any request by any Person (in the case of clause (iv) above), (B) immediately
following any request by the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, a Limited Fronting Lender or any Lender (in the case of clause (v) above) or (C) within one Business Day following any request
by the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, a Limited Fronting Lender or any Lender (in all other cases), provide Cash Collateral in an amount equal to 100% of all outstanding L/C Obligations (in the case of
clause (i), (ii), (iii), (iv) or (v) above) or equal to 100% of all Fronting Exposure (determined after giving effect to Section 2.16(a)(iv) and
any Cash Collateral provided by the Defaulting Lender) (in the cause of clause (vi) above). The obligations of the Borrower under this Section 2.15(a) are in addition to the obligations of the Borrower under
Section 2.05(c). 

  
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 (b) Grant of Security Interest. The Borrower, and to the extent provided
by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, the Limited Fronting Lenders
and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash
Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided,
or that the total amount of such Cash Collateral is less than the amount required by Section 2.15(a), the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash
Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by any Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the
maintenance and disbursement of Cash Collateral. 
 (c) Application. Notwithstanding anything to the contrary
contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.01, 2.05, 2.16 or 8.02 in respect of Letters of Credit shall be held
and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which
the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 
 (d)
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other
obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the determination
by the Administrative Agent that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of
Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the Fronting L/C Issuer, the
Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 

2.16 Defaulting Lenders. 

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

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01. 

  
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 (ii) 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 Article VIII or otherwise) or received by the Administrative Agent from a
Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender hereunder;
third, to Cash Collateralize the Fronting Exposure of the Fronting L/C Issuer, the Several L/C Agent, or any Limited Fronting Lender with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as
the Borrower may request (so long as no Default or Event of Default then exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by
the Administrative Agent; fifth, if so determined by the Administrative Agent or requested by the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender, and the Borrower, to be held in a deposit
account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize any future funding obligations with respect
to such Defaulting Lender of any participation in any Letter of Credit, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the Fronting L/C Issuer, the Several L/C Agent, any Limited
Fronting Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default then exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Unreimbursed Amounts in respect of which such Defaulting Lender has not fully funded its
appropriate share and (y) such Loans or Unreimbursed Amounts were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and
Unreimbursed Amounts owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Unreimbursed Amounts owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid
or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. 

(A) No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

  
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 (B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

 (C) With respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to
be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Fronting L/C Issuer and the
Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Fronting L/C Issuer’s or the Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and
(z) not be required to pay the remaining amount of any such fee. 
 (iv) Reallocation of Applicable
Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and,
unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause
the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in Section 2.16(a)(iv)
above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line
Lender’s Fronting Exposure and (y) second, Cash Collateralize the Fronting L/C Issuer’s and any Limited Fronting Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.15. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender, the Fronting L/C Issuer
and the Several L/C Agent, as applicable, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of
the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by
the Lenders in accordance with their Applicable Percentages (without giving effect to 

  
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Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

2.17 Non-NAIC Approved Banks. In the event that any Lender that is a NAIC Approved Bank on the Closing Date ceases to be a NAIC
Approved Bank after the Closing Date, such Lender agrees (a) to promptly notify the Administrative Agent and the Borrower thereof and (b) upon the Borrower’s request, to use commercially reasonable efforts (i) to have a Lender
(for a period of 30 days after such request by the Borrower, other than Bank of America) that is a NAIC Approved Bank act as the Limited Fronting Lender for such Lender with respect to any Several Letter of Credit issued during the period that such
Lender is a Non-NAIC Approved Bank and/or (ii) to have a Lender (for a period of 30 days after such request by the Borrower, other than Bank of America) or another financial institution acceptable to the Borrower and the Administrative Agent
that is a NAIC Approved Bank act as the Confirming Bank for such Lender with respect to any Several Letter of Credit issued prior to or after such Lender becoming a Non-NAIC Approved Bank and outstanding during the period that such Lender is a
Non-NAIC Approved Bank. If, within 30 days after such request by the Borrower, no Lender (other than Bank of America) or other acceptable financial institution has agreed to so act as the Limited Fronting Lender and/or the Confirming Bank, as
applicable, for such Non-NAIC Approved Bank, upon the Borrower’s request, Bank of America agrees to so act as the Limited Fronting Lender and/or the Confirming Bank for such Non-NAIC Approved Bank; provided, however, that if the
request by the Borrower described in the first sentence of this Section 2.17 is made by the Borrower with respect to an outstanding Several Letter of Credit on a date that is not more than 30 days prior to the expiration date of
such Several Letter of Credit, Bank of America agrees to act as the Confirming Bank for such Non-NAIC Approved Bank with respect to such Several Letter of Credit without such Non-NAIC Approved Bank having to first seek another Lender or another
financial institution to act as the Confirming Bank for such Several Letter of Credit. The agreement of any Lender (including Bank of America) or other acceptable financial institution to so act as the Limited Fronting Lender and/or the Confirming
Bank for such Non-NAIC Approved Bank shall be upon and subject to the terms and conditions hereof (including, with respect to Bank of America, the limitation set forth in clause (z) of the proviso contained in
Section 2.01(a)(i)) and such other terms and conditions as such Non-NAIC Approved Bank and such Lender (including Bank of America) or other acceptable financial institution may agree. If a Lender (including Bank of America) or
other acceptable financial institution, as applicable, becomes a Confirming Bank for a Non-NAIC Approved Bank after the Closing Date, such Non-NAIC Approved Bank shall enter into a confirming bank agreement with the Confirming Bank upon such terms
as the applicable parties may agree (and furnish a copy thereof to the Borrower and the Administrative Agent). Each Non-NAIC Approved Bank that enters into such a confirming bank agreement shall promptly notify the Borrower and the Administrative
Agent of any termination or expiration of such confirming bank agreement. 

  
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 Article III. 

Taxes, Yield Protection and Illegality 

3.01 Taxes. 

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i) Any and all payments by or on account of any obligation of the Borrower and the Guarantor under any Loan Document shall be
made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such
payment by the Administrative Agent, the Borrower or the Guarantor, then the Administrative Agent, the Borrower or the Guarantor shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be
delivered pursuant to Section 3.01(e). 
 (ii) If the Borrower, the Guarantor or the Administrative Agent
shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are
determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower or the Guarantor shall be increased as
necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to
the sum it would have received had no such withholding or deduction been made. 
 (iii) If the Borrower, the Guarantor or the
Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower, the Guarantor or the Administrative Agent, as required by such Laws, shall withhold or
make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to Section 3.01(e), (B) the Borrower, the Guarantor or the Administrative Agent, to the extent
required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes,
the sum payable by the Borrower or the Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this
Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above,
the Borrower or the Guarantor 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. 

  
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 (c) Tax Indemnifications. 

(i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 days
after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to
be withheld or deducted from a payment to such Recipient, and any penalties, interest and 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, the Fronting L/C Issuer or the Several L/C Agent, as applicable (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, the Fronting L/C Issuer or the Several L/C Agent, as applicable, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and
shall make payment in respect thereof within 20 days after demand therefor, for any amount which a Lender, the Fronting L/C Issuer or the Several L/C Agent, as applicable, for any reason fails to pay indefeasibly to the Administrative Agent as
required pursuant to Section 3.01(c)(ii) below. 
 (ii) Each Lender, the Fronting L/C Issuer and the
Several L/C Agent shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 20 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender, the Fronting
L/C Issuer or the Several L/C Agent, as applicable (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the
Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and
(z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, the Fronting L/C Issuer or the Several L/C Agent, as applicable, in each case, that are payable or paid by the Administrative
Agent, the Borrower or the Guarantor in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender, the Fronting L/C Issuer and the Several L/C Agent hereby authorize the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, the Fronting L/C Issuer or the Several L/C Agent, as the case may be, under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (ii). 
 (d) Evidence of Payments. As soon as practicable
after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall
deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment
reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 

  
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 (e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the 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
Sections 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to
any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the generality of the foregoing, 

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

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

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

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in
the form of Exhibit F-4 on behalf of each such direct and indirect partner; 
 (C) any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in
U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

 (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the 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 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. 
 (iii) Each Lender agrees that if any form or
certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent
in writing of its legal inability to do so. 

  
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 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at
no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, the Fronting L/C Issuer or the Several L/C Agent, or have any obligation to pay to any Lender, the Fronting L/C Issuer or the Several
L/C Agent, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, the Fronting L/C Issuer or the Several L/C Agent, as the case may be. If any Recipient determines, in its sole discretion, that it has received a
refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such
Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position
than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Recipient to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. 

(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the Fronting L/C Issuer or the Several L/C Agent, the termination of the Commitments and the repayment, satisfaction or discharge of all other
Obligations. 
 3.02 Illegality. If any Lender determines that any Change in Law or introduction of any law has made it unlawful, or
that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based
upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the legal authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market (each, an “Eurodollar
Illegality Event”), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to
Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base
Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such
Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest at the Base Rate by 

  
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reference to the Eurodollar Rate component of the Base Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference
to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and any amount payable pursuant to Section 3.05(c). During any period in which an Eurodollar Illegality Event is in effect, the
Borrower may request, through the Administrative Agent, that the Lenders affected by such Eurodollar Illegality Event confirm that the circumstances giving rise to the Eurodollar Illegality Event continue to be in effect. If, within ten Business
Days following such confirmation request, such Lenders have not confirmed the continued effectiveness of such Eurodollar Illegality Event, then such Eurodollar Illegality Event shall no longer be deemed to be in effect; provided, that
(A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 3.02 or the failure to provide confirmation of the continued effectiveness
of such Eurodollar Illegality Event shall in any way affect the Lenders’ right to provide any additional notices of an Eurodollar Illegality Event as provided in this Section 3.02. 

3.03 Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or
(ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case
with respect to clause (a)(i) above or this clause (a)(ii), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each
Lender each, a “Market Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest
Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be
suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified
therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise
to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market
Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing
contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as
applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. 

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this
Section 3.03, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply
with respect to the Impacted Loans until (1) the Administrative 

  
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Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the
Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such
alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative
Agent and the Borrower written notice thereof. 
 3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)), the Fronting L/C Issuer or the Several L/C Agent; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) 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, the Fronting L/C Issuer or the Several L/C Agent or the London interbank market any other
condition, cost or expense (excluding any Tax described in the parenthetical contained in clause (ii) preceding) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation
therein; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan
the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Fronting L/C Issuer or the Several L/C Agent of participating in, issuing
or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to increase the cost to such Lender of making or participating (or of maintaining its obligation to make or participate in
any Swing Line Loan) or to reduce the amount of any sum received or receivable by such Lender, the Fronting L/C Issuer or the Several L/C Agent hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the
Fronting L/C Issuer or the Several L/C Agent, the Borrower will pay to such Lender, the Fronting L/C Issuer or the Several L/C Agent, as the case may be, such additional amount or amounts as will compensate such Lender, the Fronting L/C Issuer or
the Several L/C Agent, as the case may be, for such additional costs incurred or reduction suffered; provided that as to any Lender, the Fronting L/C Issuer or the Several L/C Agent seeking compensation under this
Section 3.04(a), such Lender, the Fronting L/C Issuer or the Several L/C Agent shall only be so compensated to the extent such Lender, the Fronting L/C Issuer or the Several L/C Agent is then generally seeking such compensation
from similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.04(a) and the definition of “Change in Law”. 

  
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 (b) Capital Requirements. If any Lender, the Fronting L/C Issuer or any
Limited Fronting Lender determines that any Change in Law affecting such Lender, the Fronting L/C Issuer or such Limited Fronting Lender or any Lending Office of such Lender or such Lender’s, the Fronting L/C Issuer’s or such Limited
Fronting Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, the Fronting L/C Issuer’s or such Limited Fronting Lender’s
capital or on the capital of such Lender’s, the Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit or Swing Line Loans held by, such Lender (whether as participant or issuer) or such Limited Fronting Lender, or the Fronting Letters of Credit issued by the Fronting L/C Issuer, to a level below that which such
Lender, the Fronting L/C Issuer or such Limited Fronting Lender or such Lender’s, the L/C Issuer’s or such Limited Fronting Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
Lender’s, the Fronting L/C Issuer’s or such Limited Fronting Lender’s policies and the policies of such Lender’s, the Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender, the Fronting L/C Issuer or such Limited Fronting Lender, as the case may be, such additional amount or amounts as will compensate such Lender, the Fronting L/C Issuer or such
Limited Fronting Lender or such Lender’s, the Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company for any such reduction suffered; provided that as to any Lender, the Fronting L/C Issuer or the Several L/C
Agent seeking compensation under this Section 3.04(b), such Lender, the Fronting L/C Issuer or the Several L/C Agent shall only be so compensated to the extent such Lender, the Fronting L/C issuer or the Several L/C Agent is then
generally seeking such compensation from similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.04(b) and the definition of “Change in
Law”. 
 (c) Certificates for Reimbursement. A certificate of a Lender, the Fronting L/C Issuer or a
Limited Fronting Lender setting forth the amount or amounts necessary to compensate such Lender, the Fronting L/C Issuer or such Limited Fronting Lender or its holding company, as the case may be, as specified in subsection (a) or
(b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Fronting L/C Issuer or such Limited Fronting Lender, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Delay in Requests. Failure or
delay on the part of any Lender, the Fronting L/C Issuer or any Limited Fronting Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s, the L/C
Issuer’s or such Limited Fronting Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender, the Fronting L/C Issuer or a Limited Fronting Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender, the Fronting L/C Issuer or such Limited Fronting 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, the L/C Issuer’s or such Limited Fronting 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 180 day period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency 

  
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liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender
(as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’
prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from
receipt of such notice. 
 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 
 (c) any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; 

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have
funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded. 
 3.06 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the Fronting L/C Issuer or the Several L/C Agent, or any Governmental Authority for the account of any Lender, the Fronting
L/C Issuer or the Several L/C Agent pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender, the Fronting L/C Issuer or the Several L/C
Agent shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, the Fronting L/C Issuer or the Several L/C Agent, such designation or assignment (i) would eliminate or reduce amounts then or thereafter payable pursuant to Section 3.01 or 3.04, as the
case may be, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender, the Fronting L/C Issuer or the Several L/C Agent, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender, the 

  
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Fronting L/C Issuer or the Several L/C Agent, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender, the Fronting L/C Issuer or the
Several L/C Agent in connection with any such designation or assignment. 
 (b) Replacement of Lenders. If any Lender
requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with
Section 10.13. 
 3.07 Survival. All of the Borrower’s obligations under this Article III shall
survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 

Article IV. 
 Conditions
Precedent to Credit Extensions 
 4.01 Conditions of Closing Date. The closing of the Original Agreement occurred on
April 20, 2012. The effectiveness of the amendment and restatement of the Original Agreement pursuant to this Agreement is subject to satisfaction of the following conditions precedent: 

(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic
copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (unless otherwise specified), each dated the Closing Date (or, in the case of certificates of Governmental Officials,
a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: 

(i) counterparts of this Agreement executed by each party hereto, including the Borrower and the Guarantor, sufficient in
number for distribution to the Administrative Agent, each Lender and the Borrower; 
 (ii) a Note executed by the Borrower in
favor of each Lender requesting a Note; 
 (iii) such customary certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of the Borrower and the Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan Documents; 
 (iv) such documents and certifications
as the Administrative Agent may reasonably require to evidence that the Borrower and the Guarantor are duly organized or formed, and that the Borrower and the Guarantor are validly existing, in good standing and qualified to engage in business in
each jurisdiction where the conduct of their business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; 

(v) opinions of in-house counsel and Cleary Gottlieb Steen & Hamilton LLP, each counsel to the Borrower, with respect
to the Borrower and the Guarantor, and Day Pitney LLP, Connecticut counsel to the Guarantor, addressed to the Administrative Agent and each Lender; 

  
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 (vi) a certificate (which certificate shall be true and correct) signed by a
Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied, (B) that there has been no event or circumstance since the date of the
Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that any event or condition disclosed by the Borrower in public filings with the
SEC since the date of the Audited Financial Statements, but, as to any Lender, prior to the date of the commitment of such Lender given prior to the Closing Date, shall be deemed not to have a Material Adverse Effect as to such Lender; and
(C) the current Debt Ratings; and 
 (vii) such other customary assurances, certificates, documents or consents as the
Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender or the Required Lenders may reasonably require. 

(b) Any accrued and unpaid interest and fees due and owing under the Original Agreement as of the Closing Date shall have been
paid. 
 (c) Any fees required to be paid on or before the Closing Date pursuant to the Loan Documents shall have been paid.

 (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel
to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced two (2) Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as
shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between
the Borrower and the Administrative Agent). 
 (e) The Closing Date shall have occurred on or before February 14, 2014.

 Without limiting the generality of the provisions of the last paragraph of Section 9.03, for
purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto. 
 4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for
Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: 

(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be
true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Credit Extension,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case 

  
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they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct
in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that after the Closing Date the representations and warranties set
forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct. 

(b) No Default shall then exist, or would result from such proposed Credit Extension or from the application of the proceeds
thereof. 
 (c) The Administrative Agent and, if applicable, the Fronting L/C Issuer, the Several L/C Agent or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 Each Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 

Article V. 

Representations and Warranties 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

5.01 Existence, Qualification and Power. The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly
existing and, as applicable, in good standing (to the extent such concept is applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is
licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in
clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. 

5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower and the Guarantor of each Loan Document
to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s or the Guarantor’s Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Lien permitted hereby) under, or require any payment to be made under (i) any agreement, instrument or other undertaking to which the
Borrower or the Guarantor is a party or affecting the properties of Borrower or the Guarantor, which would reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which the Borrower, the Guarantor or its respective property is subject which would be both material and adverse to the Lenders; or (c) violate any Law the effect of which would be both material and adverse to the Lenders.

 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or the Guarantor of any Loan Document to which it is a party,
except for any such approval, consent, exemption, authorization or other action, notice or filing the failure to obtain or make which would not reasonably be expected to have a Material Adverse Effect. 

  
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 5.04 Binding Effect. This Agreement has been, and each other Loan Document to which the
Borrower is a party, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party when so delivered will constitute, a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). The Guaranty, when delivered hereunder, will have been, duly executed and delivered by the
Guarantor. The Guaranty when so delivered will constitute, a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 

5.05 Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and Debt to the extent required to be shown pursuant to GAAP. 

(b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the
aggregate, that has had or would reasonably be expected to have a Material Adverse Effect; provided that any event or condition disclosed by the Borrower in public filings with the SEC since the date of the Audited Financial Statements, but,
as to any Lender, prior to the date of the commitment of such Lender given prior to the Closing Date, shall be deemed not to have a Material Adverse Effect as to such Lender. 

5.06 Litigation. Except as disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes
pending or, to the knowledge of the Borrower threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties that would reasonably be
expected to have a Material Adverse Effect or that affects the validity or enforceability of this Agreement or any other Loan Document. 

5.07 No Default. No Event of Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document. 
 5.08 Environmental Compliance. Except as disclosed in
Schedule 5.08, the Borrower and its Subsidiaries are not subject to any claim alleging liability or responsibility for violation of any Environmental Law in connection with their respective businesses, operations and properties,
except for claims which, if adversely determined, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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 5.09 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other tax
returns and reports required to be filed, and have paid all Federal, state and other taxes, assessments, fees and other charges levied or imposed by a Governmental Authority upon them or their properties, income or assets otherwise due and payable,
except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, and (b) those for which failure to file or non-payment
would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 
 5.10 ERISA Compliance.

 (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other
Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is
qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a
letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 

(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has or
would reasonably be expected to have a Material Adverse Effect. 
 (c) (i) No ERISA Event has occurred, and neither the
Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all
applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date
for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be
expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the
payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or
Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to
institute proceedings under Title IV of ERISA to terminate any Pension Plan. 
 5.11 Margin Regulations; Investment Company Act.

 (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the
business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

  
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 (b) The Borrower is not and is not required to be registered as an
“investment company” under the Investment Company Act of 1940. 
 5.12 Disclosure. No written information or
written data (excluding any forecasts, projections, budgets, estimates and general market or industry data) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby
and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished or publicly disclosed by the Borrower) when provided and when taken as a whole
with all other information or data provided, furnished or disclosed by the Borrower contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that, (i) with respect to projected financial information, if any, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time (it being understood and agreed that forecasts, estimates and projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such
projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such representations will in fact be realized) and (ii) as to statements, information and reports
specified as having been derived by the Borrower from third parties, other than Affiliates of the Borrower or any of its Subsidiaries, the Borrower represents only that it has no knowledge of any material misstatement therein. 

5.13 Compliance with Laws. The Borrower and its Subsidiaries are in compliance in all material respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

5.14 Anti-Corruption Laws and Sanctions. 

(a) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower
and its Subsidiaries with applicable Sanctions, and the Borrower and its Subsidiaries are in compliance with applicable Sanctions in all material respects. None of the Borrower, its Subsidiaries or any of their respective officers, directors or
employees is a Sanctioned Person. No Credit Extension, use of proceeds or other transaction contemplated by this Agreement will violate applicable Sanctions. 

(b) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents when acting on the Borrower’s or any Subsidiary’s behalf with Anti-Corruption Laws, and the Borrower, its Subsidiaries and their respective officers and
employees when acting on the Borrower’s or any Subsidiary’s behalf, and to the knowledge of the Borrower, its directors and agents, when acting on the Borrower’s or any Subsidiary’s behalf, are in compliance with Anti-Corruption
Laws in all material respects. No Credit Extension or use of proceeds will violate Anti-Corruption Laws. 

  
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 Article VI. 

Affirmative Covenants 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 
 6.01 Financial Statements.
Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (or, if earlier, 15
days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ended December 31, 2013), a consolidated balance sheet of the Borrower and its Subsidiaries as
at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required
Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception
as to the scope of such audit; 
 (b) as soon as available, but in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended
March 31, 2014, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the
Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as
applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer,
treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes; 
 (c) within 5 days after filing with the Applicable Insurance Regulatory
Authority and in any event within 90 days after the end of each year, the annual Statutory Statement of each Insurance Subsidiary for such year, certified by the chief executive officer, chief financial officer, treasurer or controller of such
Insurance Subsidiary as presenting fairly in all material respects the financial position of such Insurance Subsidiary for such year in accordance with SAP (or as otherwise required or permitted by the Applicable Insurance Regulatory Authority) as
modified in accordance with permitted practices approved by the Applicable Insurance Regulatory Authority; provided, however, that, with respect to Security Life of Denver International Limited, such annual Statutory Statement shall be
provided within five days of its required date of filing, currently June 30 of each year; 
 (d) within 5 days after
filing with the Applicable Insurance Regulatory Authority and in any event within 45 days after the end of each of the first three quarterly periods of each year, the quarterly Statutory Statement of each Insurance Subsidiary for such period, to the
extent such quarterly Statutory Statement is required to be filed, certified by one of the chief executive officer, chief financial officer, treasurer or controller of such Insurance Subsidiary as presenting fairly in all material respects the
financial position of such Insurance Subsidiary for such period in accordance with SAP (or as otherwise required by the Applicable Insurance Regulatory Authority); 

  
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 As to any information contained in materials furnished pursuant to
Section 6.02(c), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the
Borrower to furnish the information and materials described in clause (a) or (b) above at the times specified therein. 

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders: 
 (a) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and 6.01(b) (commencing with the delivery of the financial statements for the fiscal quarter ended March 31, 2014), a duly completed Compliance Certificate signed by one of the chief
executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be
deemed to be an original authentic counterpart thereof for all purposes); 
 (b) promptly after the same are available (to
the extent not publicly available on EDGAR), copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto; and 
 (c) promptly, except to the extent prohibited by applicable Law, regulatory policy, or
regulatory restriction (as determined in the reasonable good faith judgment of the Borrower), such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) from time to time may reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or
Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; (ii) on which such documents are posted on the Borrower’s behalf
on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such documents are filed
with the SEC on EDGAR; provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its reasonable request to the Borrower to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents. The
Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a
Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

  
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 The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be
obligated to, make available to the Lenders, the Fronting L/C Issuer and the Several L/C Agent materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on Debt Domain, IntraLinks, SyndTrak, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who
do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to
such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Fronting L/C Issuer, the Several L/C
Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of
the Platform not designated “Public Side Information.” 
 6.03 Notices. Promptly notify the Administrative Agent and each
Lender: 
 (a) of the occurrence of any Event of Default; 

(b) of (i) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority or (ii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, in each case to the extent
permitted by law and to the extent that such matter would reasonably be expected to have a Material Adverse Effect; 
 (c) of
the occurrence of any ERISA Event; 
 (d) of any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary, other than changes required or provided for pursuant to GAAP or applicable regulations or changes disclosed in reports provided or made available to the Lenders pursuant to Section 6.01 or
6.02; and 
 (e) of any public announcement by Moody’s or S&P of any change in a Debt Rating. 

Each notice pursuant to this Section 6.03 (other than Section 6.03(e)) shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including
(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by the Borrower or such Subsidiary or (ii) the failure to do so would not reasonably be 

  
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expected, individually or in the aggregate, to have a Material Adverse Effect; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except to the extent that
such Lien is permitted hereby or failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or
agreement evidencing such Debt, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. 

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 or 7.04 or except to the extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse
Effect. 
 6.06 Maintenance of Properties. In a manner consistent with that used by other Persons engaged in the same or similar
businesses as the Borrower and its Subsidiaries, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect. 
 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance
companies not Affiliates of the Borrower (except any self-insurance to the extent and in any amount consistent with prudent market practice for a same or similar business), insurance with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, except to the extent that failure to do so
would not reasonably be expected to have a Material Adverse Effect. 
 6.08 Compliance with Laws. (a) Comply with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in
good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect; and (b) maintain in effect and enforce policies and procedures designed
to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

6.09 Books and Records. (a) Maintain books of record and account, in accordance with good accounting practices on the basis of
GAAP in all material respects; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the
case may be. 
 6.10 Inspection Rights. Except to the extent prohibited by applicable Law, regulatory policy or regulatory
restriction (in the reasonable good faith judgment of the Borrower), no more than once a year and at their own expense (unless an Event of Default then exists in which case there shall be no limit so long as the Event of Default exists) permit
representatives of the Administrative Agent and each Lender (provided that visits by any Lender shall be coordinated with the Borrower through the 

  
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Administrative Agent) to visit and inspect any of its properties, to examine its corporate and financial records, and make copies thereof or abstracts therefrom, and to discuss its financial
condition, business and corporate affairs with its Responsible Officers, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that such visits, inspections, examinations and/or
discussions shall be reasonably related to the Administrative Agent’s or such Lender’s, as applicable, rights and obligations hereunder; provided further that when an Event of Default then exists the Administrative Agent or any
Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 

6.11 Use of Proceeds. Use the proceeds of any Credit Extensions for working capital and any other lawful corporate purposes, including
to use Letters of Credit to secure and support reserve requirements under insurance and reinsurance agreements entered into by the Borrower or any Subsidiary and for any other lawful corporate purposes. 

Article VII. 
 Negative
Covenants 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, including any of the
capital stock of any of its Subsidiaries, whether now owned or hereafter acquired, other than the following: 
 (a) Liens
pursuant to any Loan Document; 
 (b) Liens existing on the date hereof securing Non-Operating Debt and listed on
Schedule 7.01; 
 (c) Liens for taxes not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or for which the failure to pay would not reasonably be expected to result in a
Material Adverse Effect; 
 (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or
other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP; 
 (e) pledges or deposits in the
ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

(f) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

  
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 (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the
applicable Person; 
 (h) Liens incurred in the ordinary course of business that do not secure Debt; 

(i) purchase money Liens; 

(j) Liens on cash or securities securing Debt owing to a Federal Reserve Bank or a Federal Home Loan Bank; 

(k) Liens on any property existing prior to the acquisition of such property so long as such Lien was not created in
anticipation of such acquisition and does not attach to any other property; 
 (l) Liens on cash or securities securing swap
contracts entered into in the ordinary course of business and not for speculative purposes; 
 (m) Liens incurred in the
ordinary course of business on deposit, custody and securities accounts; 
 (n) Liens securing judgments for the payment of
money not constituting an Event of Default under Section 8.01(i); 
 (o) Liens securing Operating Debt
arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies or insurance regulators or as otherwise entered in the ordinary course of business; 

(p) Liens securing Operating Debt on cash or securities incurred in connection with repurchase, reverse repurchase and
securities lending transactions entered into in the ordinary course of business; 
 (q) Liens (not securing Debt) in favor of
a Governmental Authority, as contemplated by the rules and regulations issued by a Governmental Authority which the Borrower or any Insurance Subsidiary is required to comply in order to remain licensed; 

(r) Liens securing Operating Debt arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures,
and similar deposits, arrangements or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or reinsurance agreements entered into by, the Borrower or its
Subsidiaries in the ordinary course of business; 
 (s) Liens on securitized assets so long as such Liens do not encumber any
other property of the Borrower or any of its Subsidiaries; 
 (t) Liens securing Debt or other obligations owed by
(i) the Borrower to any Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower to the Borrower, or (iii) any Subsidiary of the Borrower to any Subsidiary of the Borrower; 

(u) other Liens securing Operating Debt incurred in the ordinary course of business; 

  
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 (v) other Liens securing Non-Operating Debt in an amount that does not exceed
$500,000,000 at any time; and 
 (w) Liens securing the refinancing of any Debt or other obligations secured by a Lien
permitted hereunder so long as such Liens do not attach to any additional property in connection with such refinancing. 
 7.02
Indebtedness. Allow the Subsidiaries of the Borrower to create, incur, assume or suffer to exist any Debt for borrowed money in an aggregate amount in excess of $250,000,000, except: 

(a) Operating Debt; 

(b) Debt of any Subsidiary of the Borrower owing to the Borrower or a Subsidiary of the Borrower (but including any Debt owing
to any other Affiliate of the Borrower); 
 (c) Debt of a registered mutual fund or alternative investment vehicle that is
only recourse to such fund or vehicle or to capital commitments made to such fund or vehicle; and 
 (d) So long as the
Guaranty has not been released, Debt for borrowed money of the Guarantor. 
 7.03 Fundamental Changes. Merge, dissolve, liquidate,
consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: 
 (a) any
Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries or Persons that become Subsidiaries, provided that when any wholly-owned
Subsidiary is merging with another Subsidiary that would not be a wholly-owned Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; and 

(b) any Subsidiary may sell, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary. 

7.04 Asset Sales. Sell, transfer, lease or otherwise dispose of the stock, operations, or business assets of (a) the Borrower or
any of its Subsidiaries in an amount that, individually or in the aggregate, equals or exceeds an amount equal to 35% of the consolidated assets of the Borrower and its Subsidiaries as of September 30, 2013, or (b) an Insurance
Subsidiary if the statutory surplus of such Insurance Subsidiary equals or exceeds 35% of the consolidated or combined statutory surplus of all Insurance Subsidiaries of the Borrower as of September 30, 2013; provided that the 35%
contained in clauses (a) and (b) above shall be increased to 50% if, within three (3) Business Days of the actual receipt of the Net Cash Proceeds from any sale, transfer, lease or other disposition of the
stock, operations, or business assets of the Borrower or any of its Subsidiaries, the Borrower applies an amount equal to such Net Cash Proceeds for the following purposes and in the following order of priority: first, to reduce the amount of
the Committed Loan Sublimit (without reduction of the Aggregate Commitments), and second, to reduce the Aggregate Commitments. If, as a result of this Section 7.04, the Outstanding Amount of Committed Loans exceeds the
Committed Loan Sublimit or the Total Outstandings exceed the Aggregate Commitments, then the Borrower shall prepay or Cash Collateralize such excess in accordance with Section 2.05(c). Notwithstanding the foregoing, any sale,
transfer, lease or other disposition by any Insurance Subsidiary, in which the Net Cash Proceeds, if any, thereof are retained by such Insurance Subsidiary, shall not be deemed to be a sale, transfer, lease or other disposition for purposes of
this Section 7.04. 

  
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 7.05 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment,
or incur any obligation to do so, if an Event of Default shall have occurred and be continuing or would result therefrom; provided that the payment of any dividend or distribution shall be permitted within 90 days of the date of declaration,
if at the date of declaration of such payment no Event of Default shall have occurred and be continuing. 
 7.06 Arrangements to Restrict
Payments. Permit any Operating Subsidiary to enter into any consensual arrangement that limits such Operating Subsidiary’s ability to make dividend payments or other distributions or otherwise transfer assets to the Borrower, except
(a) any such arrangement entered into prior to the date of this Agreement and described on Schedule 7.06; (b) any such arrangement entered into by an Operating Subsidiary incident and reasonably related to the incurrence
of Operating Debt; (c) any such arrangement entered into by an Operating Subsidiary with a Governmental Authority having jurisdiction over such Operating Subsidiary; (d) any such usual and customary arrangement entered into by a joint
venture in which such Operating Subsidiary is a joint venturer; and (e) any such arrangement restricting any mutual fund or investment fund managed or advised by such Operating Subsidiary; provided that at such time as the Debt Ratings
of the Borrower are equal to or greater than (i) BBB by S&P and Baa2 by Moody’s or (ii) BBB+ by S&P or Baa1 by Moody’s, then this Section 7.06 shall cease to apply. 

7.07 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the
ordinary course of business, other than (a) on terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate, and (b) transactions between or among the Borrower and any direct or indirect wholly-owned Subsidiaries or between or among any such direct or indirect wholly-owned Subsidiaries. Notwithstanding the foregoing, the
General Guarantee Agreement shall be permitted hereunder. 
 7.08 Use of Proceeds. (a) Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U or Regulation X of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund Debt originally incurred for such purpose; or (b) request any Credit Extension, nor use (or permit the use by any of its Subsidiaries or its or their respective directors, officers, employees and agents) the
proceeds of any Credit Extension, whether directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any
Anti-Corruption Laws, or (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any other manner, in any case, would result in the
violation of any Sanctions applicable to any party hereto. 
 7.09 Financial Covenants. 

(a) Net Worth. Permit Net Worth at any time to be less than the sum of (i) $9,000,000,000 and (ii) an amount
equal to 50% of any increase in Net Worth of the Borrower and its Subsidiaries after September 30, 2013 by reason of the issuance and sale of common stock or other ownership interests of the Borrower or any Subsidiary. 

  
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 (b) Debt to Capital Ratio. Permit the ratio of the total amount of Debt of
the Borrower and its Subsidiaries to the amount of Total Capitalization of the Borrower and its Subsidiaries to be greater than 35% as to the last day of any fiscal quarter. 

Article VIII. 
 Events of
Default and Remedies 
 8.01 Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of
any Loan or any L/C Obligation or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or 

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of
Section 6.03(a) or 6.05 (as to the Borrower) or Article VII; or 
 (c)
Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after notice thereof from the Administrative Agent; or 
 (d) Representations and
Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect (or incorrect in any material respect if such representation or warranty is not qualified by materiality or Material Adverse Effect) when made or deemed made; provided that any restatement of the Audited Financial Statements
pursuant to financial statements delivered pursuant to Section 6.01 shall not cause any representation or warranty set forth in Section 5.05(a) to be incorrect at the time made unless such restatement is
material and adverse to the Lenders; or 
 (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails
to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt or Guarantee (other than with respect to (I) the Obligations, (II) Debt under Swap Contracts,
(III) a downgrade of Debt Ratings under the Collateral Note Facility, and (IV) Operating Debt which is recourse only to a Subsidiary of the Borrower which is a special purpose life insurance captive vehicle) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders
of such Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Debt to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded, if the aggregate principal amount of such Debt or Guarantee exceeds the Threshold Amount; or (ii) the Borrower or any Subsidiary fails to 

  
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make when due one or more required payments under one or more Swap Contracts (whether as a result of the occurrence of an Early Termination Date (as defined in such Swap Contract) or otherwise)
in an aggregate amount exceeding the Threshold Amount, and, in the case of any failure or default described in this Section 8.01(e), such failure or default has not been cured by the Borrower or its Subsidiaries or waived prior to
the exercising of any remedies pursuant to Section 8.02; or 
 (f) Collateral Note Facility. There
occurs a downgrade of Debt Ratings, which causes the Collateral Note Facility to be due within 120 days of such downgrade and the Borrower fails to refinance the Collateral Note Facility within 110 days of such acceleration of the Collateral Note
Facility, it being understood that such refinancing of the Collateral Note Facility may, subject to the terms and conditions hereof, be effected through the issuance of one or more Letters of Credit hereunder; or 

(g) Insolvency Proceedings, Etc. The Borrower or any Subsidiary institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or
unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or 
 (h) Inability to Pay Debts; Attachment.
(i) The Borrower or the Guarantor becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or 

(i) Judgments. There is entered against the Borrower or any Subsidiary (i) one or more non-appealable final
judgments or orders by a court of competent jurisdiction for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which
the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments by a court of competent jurisdiction that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) such judgment or order is not paid within 60 days or there is a period of 30 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
 (j) ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan
or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 

  
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 (k) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower, the Guarantor or any other Person contests in
any manner the validity or enforceability of any Loan Document; or the Borrower or the Guarantor denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

 (l) Change of Control. There occurs any Change of Control. 

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 
 (a) declare the
commitment of each Lender to make Loans, any obligation of the Fronting L/C Issuer or each Lender, as applicable, to make L/C Credit Extensions and any obligation of the Swing Line Lender or any Lender, as applicable, to make, maintain or
participate in Swing Line Loans to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b)
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 
 (c) require that the
Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and 
 (d)
exercise on behalf of itself, the Lenders, the Fronting L/C Issuer and the Several L/C Agent all rights and remedies available to it, the Lenders, the Fronting L/C Issuer and the Several L/C Agent under the Loan Documents; 

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code
of the United States, the obligation of each Lender to make Loans, any obligation of the Fronting L/C Issuer or each Lender, as applicable, to make L/C Credit Extensions and any obligation of the Swing Line Lender or any Lender, as applicable, to
make, maintain or participate in Swing Line Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of
the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations
shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities and expenses (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 

  
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 Second, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Fronting L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the Fronting L/C Issuer and amounts
payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans,
Unreimbursed Amounts and other Obligations, ratably among the Lenders and the Fronting L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Unreimbursed Amounts, ratably
among the Lenders and the Fronting L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; 

Fifth, to the Administrative Agent for the account of the Fronting L/C Issuer or the Lenders, as applicable, to Cash Collateralize that
portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.01 and 2.15; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law. 
 Subject to Sections 2.01(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 Article IX. 

Administrative Agent 
 9.01
Appointment and Authority. 
 (a) Each of the Lenders, the Fronting L/C Issuer and the Several L/C Agent hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent,
the Lenders, the Fronting L/C Issuer, and the Several L/C Agent, and neither the Borrower nor the Guarantor shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

(b) The Fronting L/C Issuer and the Several L/C Agent, as applicable, shall act on behalf of the Lenders with respect to the
Fronted Letters of Credit or the Several Letters of Credit, as applicable, and the documents associated therewith, and the Fronting L/C Issuer and the 

  
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Several L/C Agent, as applicable, shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or
omissions suffered by the Fronting L/C Issuer or the Several L/C Agent, as applicable, in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such
Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX and in the definition of “Agent-Related Person” included the Fronting L/C Issuer and the Several L/C Agent with respect to
such acts or omissions, and (ii) as additionally provided herein with respect to the Fronting L/C Issuer and the Several L/C Agent, as applicable. 

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

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

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as
expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not 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 the Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender, the Fronting L/C Issuer
or the Several L/C Agent. 

  
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 The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent. 
 9.04 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Lender or the Fronting L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Fronting L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or the Fronting L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment
that the Administrative Agent acted with bad faith, gross negligence or willful misconduct in the selection of such sub-agents. 
 9.06
Resignation of Administrative Agent. 
 (a) The Administrative Agent may at any time give notice of its resignation to
the Lenders, the Fronting L/C Issuer, the Several L/C Agent and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States, subject to the acceptance of such appointment by such successor. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”),
then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, the Fronting L/C Issuer and the Several L/C Agent, appoint a successor Administrative Agent meeting the qualifications set forth above, subject to
the acceptance of such appointment by such successor. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

  
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 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant
to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation
with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the
“Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or
removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent,
all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender, the Fronting L/C Issuer and the Several L/C Agent directly, until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed
Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in
effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was
acting as Administrative Agent. 
 (d) Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as Fronting L/C Issuer, Several L/C Agent and the Swing Line Lender. 

(e) If Bank of America resigns as Fronting L/C Issuer or Several L/C Agent, it shall retain all the rights, powers, privileges
and duties of the Fronting L/C Issuer or the Several L/C Agent hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Fronting L/C Issuer or the Several L/C Agent, including the right to
require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.01(c). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line
Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). In the event of any such resignation as Fronting L/C Issuer, Several L/C Agent or Swing Line Lender, the Borrower shall be entitled to appoint from among the


  
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Lenders a successor Fronting L/C Issuer, Several L/C Agent or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as Fronting L/C Issuer, Several L/C Agent or Swing Line Lender, as the case may be. Upon the appointment by the Borrower of a successor Fronting L/C Issuer, Several L/C Agent or Swing Line Lender hereunder (which
successor shall in all cases be a Lender other than a Defaulting Lender) and the acceptance by such successor of such appointment, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the retiring Fronting L/C Issuer, Several L/C Agent or Swing Line Lender, as applicable, (ii) the retiring Fronting L/C Issuer, Several L/C Agent and Swing Line Lender shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor Fronting L/C Issuer shall issue letters of credit in substitution for the Fronted Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory Bank of America to effectively assume the obligations of Bank of America with respect to such Fronted Letters of Credit. 

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender, the Fronting L/C Issuer and the Several L/C Agent
acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender, the Fronting L/C Issuer and the Several L/C Agent also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder. 
 9.08 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, none of the Arrangers, Book Managers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in
its capacity, as applicable, as the Administrative Agent, a Lender, the Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender hereunder. 

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any
other judicial proceeding relative to the Borrower or the Guarantor, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Fronting L/C Issuer, the Several L/C Agent and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Fronting L/C Issuer, the Several L/C Agent and the Administrative Agent and their respective agents and counsel and all other amounts due
the Lenders, the Fronting L/C Issuer, the Several L/C Agent and the Administrative Agent under Sections 2.01(i) and 2.01(j), 2.09 and 10.04) allowed in such judicial proceeding; and 

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


  
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Fronting L/C Issuer and
the Several L/C Agent 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, the Fronting L/C Issuer and the Several L/C Agent, to pay
to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under
Sections 2.09 and 10.04. 
 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, the Fronting L/C Issuer or the Several L/C Agent any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the
Fronting L/C Issuer or the Several L/C Agent to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

9.10 Release of Guaranty. Provided that no Event of Default then exists, the Lenders, the Fronting L/C Issuer and the Several L/C Agent
irrevocably authorize the Administrative Agent, at the request of the Borrower, to release (and the Administrative Agent shall release) the Guarantor from its obligations under the Guaranty if at the time of such release (including as the result of
a payment made concurrently with such release), the Debt for borrowed money of Subsidiaries of the Borrower (other than (a) Operating Debt and other Debt of any Subsidiary of the Borrower owing to the Borrower or a Subsidiary of the Borrower
(but including any Debt owing to any other Affiliate of the Borrower) and (b) Debt of a registered mutual fund or alternative investment vehicle that is only recourse to such fund or vehicle or to capital commitments made to such fund or
vehicle) does not exceed an aggregate amount equal to $250,000,000. 
 Article X. 

Miscellaneous 
 10.01
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or the Guarantor therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the Guarantor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall: 
 (a) waive any condition set forth in Section 4.01
without the written consent of each Lender; 
 (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 
 (c)
postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate
Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

  
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 (d) reduce the principal of, or the rate of interest specified herein on, any
Loan or Unreimbursed Amount, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate: 
 (e) change Section 8.03 or any other provision
of this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 

(f) change any provision of this Section or the definition of “Required Lenders” or
“Applicable Percentage” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or 
 (g) release the Guaranty except in accordance with
Section 9.10, without the written consent of each Lender. 
 and, provided further, that (i) no amendment, waiver or consent
shall, unless in writing and signed by the Fronting L/C Issuer, the Several L/C Agent or each Limited Fronting Lender, as applicable, in addition to the Lenders required above, affect the rights or duties of the Fronting L/C Issuer, the Several L/C
Agent or such Limited Fronting Lender, as applicable, under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto; and (v) clause (z) of the proviso contained in Section 2.01(a)(i) may be amended or waived in a writing executed only by the Borrower and Bank of America.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such
Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the
consent of such Defaulting Lender. 
 10.02 Notices; Effectiveness; Electronic Communication. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower, the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender, to
the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

  
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 (ii) if to any other Lender, to the address, facsimile number, electronic mail
address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that
may contain material non-public information relating to the Borrower). 
 Notices and other communications sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b). 
 (b)
Electronic Communications. Notices and other communications to the Lenders, the Fronting L/C Issuer and the Several L/C Agent 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, the Fronting L/C Issuer or
the Several L/C Agent pursuant to Article II if such Lender, the Fronting L/C Issuer and the Several L/C Agent, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent, the Swing Line Lender, the Fronting L/C Issuer, the Several L/C Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefore; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent
during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent or any Agent-Related Person (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Fronting L/C Issuer, the Several L/C Agent or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, the Guarantor’s or the Administrative Agent’s transmission of Borrower Materials through
the Internet. 

  
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 (d) Change of Address, Etc. Each of the Borrower, the Administrative
Agent, the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change
its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender. In addition, each Lender agrees
to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side
Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect
to the Borrower or its securities for purposes of United States Federal or state securities laws. 
 (e) Reliance by
Administrative Agent, Fronting L/C Issuer, Several L/C Agent, Swing Line Lender and Lenders. The Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender and the Lenders shall be entitled to rely and act upon
any notices (including telephonic or electronic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the
Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender and the Lenders and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording. 
 10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the Fronting L/C Issuer, the Several L/C
Agent or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each
other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or the Guarantor shall be vested exclusively in, and all actions
and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders, the Fronting L/C Issuer,
the 

  
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Several L/C Agent, any Limited Fronting Lender and the Swing Line Lender; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the
Swing Line Lender, as applicable, from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Fronting L/C Issuer, the Several L/C Agent, a Limited Fronting Lender or the Swing Line Lender, as the case may be)
hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs
of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower or the Guarantor under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as
Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the
matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders. 
 10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Agent-Related Persons (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with
the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by
the Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any Lender, the Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender), in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender, the Fronting L/C Issuer, the Several L/C Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one firm of primary counsel for the Administrative Agent and one firm of primary counsel for the other Indemnitees, unless such other
Indemnitees cannot be represented by one primary firm due to conflicts of interest, in which case the other Indemnitees shall be indemnified from and against and reimbursed for the reasonable and documented fees, disbursements and other charges of
such number of other counsel as are necessary in light of such conflicts of interest), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument 

  
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contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby,
or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in
Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Fronting L/C Issuer or the Several L/C Agent to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any other claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction or (z) any action, claim, litigation or proceeding solely among the Indemnified Parties so long as such action, claim, litigation or proceeding is not attributable to any act or omission by the Borrower. Without limiting the
provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender or any
Related Party of any of the foregoing (but without limiting the obligation of the Borrower under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Fronting L/C Issuer, the Several L/C
Agent, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable
Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender in its capacity as such, or against any Related Party of any
of the foregoing acting for the Administrative Agent (or any such sub-agent), the Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d). 
 (d) Waiver of
Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in 

  
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subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or
actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand
therefor. 
 (f) Survival. The agreements in this Section and the indemnity provisions of
Section 10.02(e) shall survive the resignation of the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all the other Obligations. 
 10.05 Payments Set Aside. To the extent that any payment by
or on behalf of the Borrower is made to the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or any Lender, or the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, any Limited
Fronting Lender or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender, the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders, the Fronting L/C Issuer, the Several L/C Agent and any Limited Fronting Lender under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of
this Agreement. 
 10.06 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this
Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the
Fronting L/C Issuer, the Several L/C Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b) Assignments by Lenders. Any Lender may at any time assign to one or
more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and
in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and
obligations in respect of Swing Line Loans; 
 (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an
Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if
such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and 

  
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 (C) the consent of the Fronting L/C Issuer, the Several L/C Agent and the Swing
Line Lender shall be required for any assignment. 
 (iv) Assignment and Assumption. The parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to
waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the
Borrower’s Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or
(C) to a natural person. 
 (vi) Certain Additional Payments In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and
fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of
this Agreement until such compliance occurs. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. 

  
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 (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations or subparticipations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, the Lenders, the Fronting L/C Issuer and the Several L/C Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the
avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under
Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and
(B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been
entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the
Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each


  
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Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04, than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with
the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) Resignation as Fronting L/C Issuer, Several L/C Agent or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the
Lenders, resign as Fronting L/C Issuer or Several L/C Agent and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as Fronting L/C Issuer, Several L/C Agent or Swing Line Lender,
the Borrower shall be entitled to appoint from among the Lenders a successor Fronting L/C Issuer, Several L/C Agent or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect
the resignation of Bank of America as Fronting L/C Issuer, Several L/C Agent or Swing Line Lender, as the case may be. If Bank of America resigns as Fronting L/C Issuer or Several L/C Agent, it shall retain all the rights, powers, privileges and
duties of the Fronting L/C Issuer or Several L/C Agent hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Fronting L/C Issuer or Several L/C Agent and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.01(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund
risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor Fronting L/C Issuer, Several L/C Agent and/or Swing Line Lender and the acceptance by such successor of such
appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Fronting 

  
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L/C Issuer, Several L/C Agent or Swing Line Lender, as the case may be, and (b) the successor Fronting L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the Fronting L/C Issuer and the
Several L/C Agent agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties on a need-to-know basis (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority having
jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case the disclosing party agrees, to the extent practicable and permitted by
applicable law (including laws relating to disclosures to banking examiners or regulatory authorities), to notify the Borrower promptly prior to such disclosure), (c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(d) or (ii) any actual or prospective party (including a trustee) (or its Related Parties) to
any swap, derivative, credit insurance, or other transaction under which payments are to be made or may be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any
rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder or (iii) such Person’s auditors on a need to know basis in connection with the audit of such Person’s books and records, (h) on a confidential basis to a
Federal Reserve Bank or other central bank in connection with a pledge or assignment of a security interest pursuant to Section 10.06(f), (i) with the consent of the Borrower or (j) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Fronting L/C Issuer and the Several L/C Agent or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any
Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, the Fronting L/C Issuer or the Several L/C Agent on a nonconfidential basis prior to disclosure by the
Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. 
 Each of the Administrative Agent, the Lenders, the Fronting L/C Issuer and the
Several L/C Agent acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 

  
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 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, the Fronting L/C Issuer and the Several L/C Agent and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Fronting L/C Issuer, the Several L/C Agent or any such Affiliate to
or for the credit or the account of the Borrower or the Guarantor, as the case may be, excluding any custodial, trust or special reserve accounts, against any and all of the obligations of the Borrower or the Guarantor, as the case may be, now or
hereafter existing under this Agreement or any other Loan Document to such Lender, the Fronting L/C Issuer, the Several L/C Agent or their respective Affiliates, irrespective of whether or not such Lender, the Fronting L/C Issuer, the Several L/C
Agent or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or the Guarantor, as the case may be, may be contingent or unmatured or are owed to a branch, office or
Affiliate of such Lender, the Fronting L/C Issuer or the Several L/C Agent different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise
any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be
segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Fronting L/C Issuer, the Several L/C Agent and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Fronting L/C Issuer, the Several L/C Agent or their respective Affiliates may have. Each
Lender, the Fronting L/C Issuer and the Several L/C Agent agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity
of such setoff and application. 
 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or the L/C Obligations or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder. 
 10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this
Agreement. 

  
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 10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will
be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent or any Lender or on their behalf and notwithstanding that the Administrative
Agent, the Fronting L/C Issuer, the Several L/C Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan, the L/C Obligations or any
other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 
 10.12
Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing
provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the
Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

10.13 Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of
Section 3.06, if any Lender is a Defaulting Lender or Non-Consenting Lender, or if any Lender is an Affected Lender or a Non-NAIC Approved Bank, then the Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other
than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided that: 
 (a) the Borrower shall have paid to the
Administrative Agent the assignment fee specified in Section 10.06(b); 
 (b) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 

(d) such assignment does not conflict with applicable Laws; and 

  
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 (e) in the case of an assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 
 A Lender shall not be
required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

10.14 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO
JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE IN ANY WAY RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. 
 (c) WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN
ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF PROCESS. EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

  
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 10.15 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. 
 10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of
each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and
the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) the Administrative Agent, each of the Arrangers and each of the Lenders each is and has
been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and
(B) none of the Administrative Agent, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its
Affiliates, and none of the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any
claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

  
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 10.18 General Guarantee Agreement. The Administrative Agent and Lenders agree that the
General Guarantee Agreement shall not apply to any Borrowing or other obligation under this Agreement. The Administrative Agent and the Lenders shall not be entitled to enforce any rights under the General Guarantee Agreement with respect to any
Borrowing or other obligation under this Agreement. The Administrative Agent and Lenders waive all rights and remedies they may have under the General Guarantee Agreement with respect to any Borrowing or obligation under this Agreement. For the
avoidance of doubt, any Borrowing or other obligation under this Agreement is not an Obligation as defined in the General Guarantee Agreement. This Section 10.18 does not in any way limit any obligation of the Guarantor under the
Guaranty. 
 10.19 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies the Borrower and any other Applicant, which information includes the name and address of the Borrower and any other Applicant and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and any other Applicant in accordance with the Act. The Borrower and any other Applicant shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the Act. 
 10.20 Closing Date Assignments. Certain of the banks and financial
institutions party to the Original Agreement (the “Exiting Lenders”) have elected not to continue as Lenders under this Agreement. Certain of the banks and financial institutions party to the Original Agreement (the
“Continuing Lenders”) are identified on the signature pages hereto as Continuing Lenders. Effective as of the Closing Date, and without any further action by the Borrower, any Exiting Lender, any Lender, the Administrative
Agent or any other party hereto (other than as set forth below), (a) each of the Exiting Lenders and each of the Continuing Lenders whose level of Commitment under the Original Agreement immediately prior to the Closing Date is being reduced
pursuant to this Agreement from its level of Commitment under the Original Agreement (each a “Reducing Party”) shall be deemed to have irrevocably sold and assigned to each of the Continuing Lenders whose level of Commitment
under the Original Agreement is being increased pursuant to this Agreement from its level of Commitment under the Original Agreement (each an “Increasing Party”) an undivided portion of its Commitment under the Original
Agreement, the Obligations owing to it under the Original Agreement and its rights and obligations as a Lender under the Original Agreement and the other Loan Documents (to the extent a party thereto), and each of the Increasing Parties shall be
deemed to have irrevocably purchased and assumed from each of the Reducing Parties an undivided portion of such Commitment, Obligations, rights and obligations, so that, after giving effect thereto, each of the Continuing Lenders has a Commitment as
set forth on Schedule 2.01 to this Agreement and is owed such Obligations, (b) each of the Exiting Lenders shall cease to be a party to the Original Agreement and shall have no further rights or obligations thereunder and
shall have no rights or obligations hereunder other than as set forth in this Section (other than any right or obligation, that pursuant to the Original Agreement, expressly survives a termination of the Commitments) and each Exiting Lender
shall be requested to return to the Borrower any promissory note executed and delivered by the Borrower to such Exiting Lender pursuant to the Original Agreement, and (c) each of the Continuing Lenders shall be owed the Obligations and continue
to be a party hereto with a Commitment as set forth on Schedule 2.01 to this Agreement and shall continue to have the rights and obligations of a Lender hereunder and under the other Loan Documents. On the Closing Date, the
Increasing Parties shall, through the Administrative Agent, effect payments to the Reducing Parties so that, after giving effect to such payments, any Committed Borrowings outstanding on the Closing Date are held by the Lenders on a pro rata basis
in accordance with their respective Commitments. 

  
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 10.21 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

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

			
	ING U.S., INC.
		
	 By:
	 	 /s/ David S. Pendergrass

	 Name:
	 	David S. Pendergrass
	 Title:
	 	SVP and Treasurer
		
	 By:
	 	 /s/ Spencer T. Shell

	 Name:
	 	Spencer T. Shell
	 Title:
	 	VP and Asst. Treasurer


  

  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 To induce the Credit Parties (as defined in the Guaranty) to enter into this Agreement, the undersigned hereby
(a) consents to the execution and delivery of this Agreement and to the terms and conditions hereof, (b) agrees that such execution and delivery in no way release, diminish, impair, reduce, or otherwise adversely affect the obligations or
undertakings of the undersigned under the Guaranty and (c) ratifies and confirms the obligations and undertakings of the undersigned under the Guaranty. 

 

			
	LION CONNECTICUT HOLDINGS INC.
		
	By:	 	 /s/ David S. Pendergrass

	Name:	 	David S. Pendergrass
	Title:	 	SVP and Treasurer
		
	By:	 	 /s/ Spencer T. Shell

	Name:	 	Spencer T. Shell
	Title:	 	VP and Asst. Treasurer



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	 /s/ Aamir Saleem

	Name:	 	Aamir Saleem
	Title:	 	Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	BANK OF AMERICA, N.A.,
	as a Continuing Lender, the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender
		
	By:	 	 /s/ Jason Cassity

	Name:	 	Jason Cassity
	Title:	 	Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 BARCLAYS BANK PLC,
 as a
Continuing Lender

		
	By:	 	 /s/ Alicia Borys

	Name:	 	Alicia Borys
	Title:	 	Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 BNP PARIBAS,
 as a Continuing
Lender

		
	By:	 	 /s/ Nair P. Raghu

	Name:	 	Nair P. Raghu
	Title:	 	Vice President
		
	By:	 	 /s/ Joseph Malley

	Name:	 	Joseph Malley
	Title:	 	Managing Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 CITIBANK, N.A.,
 as a
Continuing Lender

		
	By:	 	 /s/ Maureen Maroney

	Name:	 	Maureen Maroney
	Title:	 	Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 COMMERZBANK AG, NEW YORK & GRAND CAYMAN BRANCHES, 

as a Continuing Lender

		
	By:	 	 /s/ Michael McCarthy

	Name:	 	Michael McCarthy
	Title:	 	Managing Director
		
	By:	 	 /s/ Amy Prager

	Name:	 	Amy Prager
	Title:	 	Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Continuing Lender

		
	By:	 	 /s/ Jorge Fries

	Name:	 	Jorge Fries
	Title:	 	Managing Director
		
	By:	 	 /s/ Dan Fahey

	Name:	 	Dan Fahey
	Title:	 	Senior Associate



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 CREDIT SUISSE AG, NEW YORK BRANCH,

as a Continuing Lender

		
	By:	 	 /s/ Doreen Barr

	Name:	 	Doreen Barr
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Bill O’Daly

	Name:	 	Bill O’Daly
	Title:	 	Authorized Signatory



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 DEUTSCHE BANK AG NEW YORK BRANCH,

as a Continuing Lender

		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 GOLDMAN SACHS BANK USA,

as a Continuing Lender

		
	 By:
	 	/s/ Mark Walton
	 Name:
	 	Mark Walton
	 Title:
	 	Authorized Signatory



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 ING BANK N.V.,

as a Continuing Lender

		
	 By:
	 	/s/ M Groen
	 Name:
	 	M Groen
	 Title:
	 	Director
		
	 By:
	 	/s/ N J Marchant
	 Name:
	 	N J Marchant
	 Title:
	 	Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 JPMORGAN CHASE BANK, N.A.,

as a Continuing Lender

		
	 By:
	 	/s/ Richard Barracato
	 Name:
	 	Richard Barracato
	 Title:
	 	Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 LLOYDS BANK PLC,

as a Continuing Lender

		
	 By:
	 	/s/ Stephen Giacolone
	 Name:
	 	Stephen Giacolone G011
	 Title:
	 	Assistant Vice President
		
	 By:
	 	/s/ Dennis McClellan
	 Name:
	 	Dennis McClellan M040
	 Title:
	 	Assistant Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 MORGAN STANLEY BANK, N.A.,

as a Continuing Lender

		
	 By:
	 	/s/ Kelly Chin
	 Name:
	 	Kelly Chin
	 Title:
	 	Authorized Signatory



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 NATIONAL AUSTRALIA BANK LIMITED,

as a Continuing Lender

		
	By:	 	/s/ Bill Seabrook
	Name:	 	Bill Seabrook
	Title:	 	Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,

as a Continuing Lender

		
	By:	 	/s/ Nicole Limberg
	Name:	 	Nicole Limberg
	Title:	 	Relationship Manager, Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 ROYAL BANK OF CANADA,

as a Continuing Lender

		
	By:	 	/s/ Patrizia Lloyd
	Name:	 	Patrizia Lloyd
	Title:	 	Authorized Signatory



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 STANDARD CHARTERED BANK,

as a Continuing Lender

		
	By:	 	/s/ Charles Kornberger
	Name:	 	Charles Kornberger
	Title:	 	MD
		
	By:	 	/s/ Robert K. Reddington
	Name:	 	Robert K. Reddington
	Title:	 	Credit Documentation Manager



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	STATE STREET BANK AND TRUST COMPANY,
	as Continuing Lender
		
	By:	 	/s/ Andrei Bourdine
	Name:	 	Andrei Bourdine
	Title:	 	Vice President
		 	



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 SUNTRUST BANK,
 as a
Continuing Lender

		
	By:	 	/s/ Douglas O’Bryan
	Name:	 	Douglas O’Bryan
	Title:	 	Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 THE BANK OF NEW YORK MELLON,

as a Continuing Lender

		
	By:	 	/s/ Heather Lindstrom
	Name:	 	Heather Lindstrom
	Title:	 	Managing Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 THE BANK OF NOVA SCOTIA,

as a Continuing Lender

		
	By:	 	/s/ Thane Rattew
	Name:	 	Thane Rattew
	Title:	 	Managing Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	as a Continuing Lender
		
	By:	 	/s/ Glenn Schuermann
	Name:	 	Glenn Schuermann
	Title:	 	Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	THE NORTHERN TRUST COMPANY,
	as a Continuing Lender
		
	By:	 	/s/ Joshua Metcalf
	Name:	 	Joshua Metcalf
	Title:	 	Officer



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Continuing Lender
		
	By:	 	/s/ Karen Beatty
	Name:	 	Karen Beatty
	Title:	 	Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	U.S. BANK NATIONAL ASSOCIATION,
	 as a Continuing Lender

		
	By:	 	/s/ Evan Glass
	Name:	 	Evan Glass
	Title:	 	Senior Vice President



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement 








 
			
	 WELLS FARGO BANK, N.A.

as a Continuing Lender

		
	By:	 	/s/ Karen Hanke
	Name:	 	Karen Hanke
	Title:	 	Managing Director



  
 Signature Page to 

Amended and Restated Revolving Credit Agreement