loanagreement






                                                             Execution Version                                                                                                                                             CUSIP: 37959UAB2                                                                                                                     $300,000,000                       364-DAY TERM LOAN AGREEMENT                              Dated as of April 9, 2020                                      among                                GLOBE LIFE INC.,                                 as the Borrower,                          THE LENDERS PARTY HERETO,                             BANK OF AMERICA, N.A.,                             as Administrative Agent,                                               REGIONS BANK,                                      and                      U.S. BANK NATIONAL ASSOCIATION                             as Co-Syndication Agents                                                                    _________________________                                                                     BofA SECURITIES, INC.,            REGIONS CAPITAL MARKETS, a division of REGIONS BANK,                                      and                      U.S. BANK NATIONAL ASSOCIATION                    as Joint Lead Arrangers and Joint Book Runners                   12992164v5 27112.00011               





 






                               TABLE OF CONTENTS                                                                             Page   ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ....................................................... 1        1.01  Defined Terms ....................................................................................................... 1        1.02  Other Interpretive Provisions ............................................................................... 22        1.03  Accounting Terms. ............................................................................................... 23        1.04  Rounding .............................................................................................................. 24        1.05  Times of Day........................................................................................................ 24        1.06  [Reserved]. ........................................................................................................... 24        1.07  Divisions .............................................................................................................. 24        1.08  Rates ..................................................................................................................... 24   ARTICLE II THE COMMITMENTS AND BORROWINGS .................................................... 24        2.01  Loans .................................................................................................................... 24        2.02  Borrowings, Conversions and Continuations of Loans. ...................................... 25        2.03  [Reserved]. ........................................................................................................... 26        2.04  [Reserved]. ........................................................................................................... 26        2.05  Prepayments. ........................................................................................................ 26        2.06  Termination or Reduction of Commitments ........................................................ 26        2.07  Repayment of Loans ............................................................................................ 27        2.08  Interest.................................................................................................................. 27        2.09  Fees ...................................................................................................................... 28        2.10  Computation of Interest and Fees ........................................................................ 28        2.11  Evidence of Debt.................................................................................................. 28        2.12  Payments Generally; Administrative Agent’s Clawback. ................................... 29        2.13  Sharing of Payments by Lenders ......................................................................... 30        2.14  [Reserved]. ........................................................................................................... 31        2.15  Defaulting Lenders............................................................................................... 31        2.16  [Reserved]. ........................................................................................................... 32   ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY ........................................ 33        3.01  Taxes. ................................................................................................................... 33        3.02  Illegality ............................................................................................................... 37        3.03  Inability to Determine Rates ................................................................................ 37        3.04  Increased Costs; Reserves on Eurodollar Rate Loans. ......................................... 40        3.05  Compensation for Losses ..................................................................................... 41        3.06  Mitigation Obligations; Replacement of Lenders. ............................................... 42        3.07  Survival ................................................................................................................ 42   ARTICLE IV CONDITIONS PRECEDENT TO BORROWINGS ............................................ 42        4.01  Conditions of Effective Date ............................................................................... 42        4.02  Conditions to all Borrowings ............................................................................... 44   ARTICLE V REPRESENTATIONS AND WARRANTIES ...................................................... 45                                         i   12992164v5 27112.00011  





 






         5.01  Existence, Qualification and Power; Compliance with Laws .............................. 45        5.02  Authorization; No Contravention ........................................................................ 45        5.03  Governmental Authorization; Other Consents..................................................... 46        5.04  Binding Effect ...................................................................................................... 46        5.05  Financial Statements; No Material Adverse Effect. ............................................ 46        5.06  Litigation .............................................................................................................. 46        5.07  No Default ............................................................................................................ 46        5.08  Ownership of Property; Liens .............................................................................. 47        5.09  Environmental Compliance ................................................................................. 47        5.10  Insurance .............................................................................................................. 47        5.11  Taxes .................................................................................................................... 47        5.12  ERISA Compliance. ............................................................................................. 47        5.13  Subsidiaries; Equity Interests ............................................................................... 48        5.14  Margin Regulations; Investment Company Act. ................................................. 48        5.15  Disclosure ............................................................................................................ 48        5.16  Compliance with Laws ........................................................................................ 49        5.17  Intellectual Property; Licenses, Etc ..................................................................... 49        5.18  Solvent ................................................................................................................. 49        5.19  Insurance Licenses ............................................................................................... 49        5.20  [Reserved]. ........................................................................................................... 49        5.21  [Reserved]. ........................................................................................................... 49        5.22  [Reserved]. ........................................................................................................... 49        5.23  OFAC; Anti-Corruptions Laws............................................................................ 50        5.24  Covered Entities ................................................................................................... 50   ARTICLE VI AFFIRMATIVE COVENANTS .......................................................................... 50        6.01  Financial Statements ............................................................................................ 50        6.02  Certificates; Other Information ............................................................................ 51        6.03  Notices ................................................................................................................. 53        6.04  Payment of Obligations........................................................................................ 54        6.05  Preservation of Existence, Etc ............................................................................. 54        6.06  Maintenance of Properties ................................................................................... 54        6.07  Maintenance of Insurance .................................................................................... 54        6.08  Compliance with Laws ........................................................................................ 55        6.09  Books and Records .............................................................................................. 55        6.10  Inspection Rights ................................................................................................. 55        6.11  Use of Proceeds.................................................................................................... 55        6.12  Further Assurances............................................................................................... 55        6.13  [Reserved] ............................................................................................................ 55        6.14  Conduct of Insurance Business ............................................................................ 55        6.15  Anti-Corruption Laws; Sanctions ........................................................................ 56   ARTICLE VII NEGATIVE COVENANTS ................................................................................ 56        7.01  Liens ..................................................................................................................... 56        7.02  Acquisitions ......................................................................................................... 56        7.03  [Reserved]. ........................................................................................................... 56        7.04  Fundamental Changes .......................................................................................... 56                                        ii   12992164v5 27112.00011  





 






         7.05  Dispositions.......................................................................................................... 56        7.06  Sale and Leaseback .............................................................................................. 56        7.07  Change in Nature of Business .............................................................................. 56        7.08  Transactions with Affiliates ................................................................................. 57        7.09  [Reserved]. ........................................................................................................... 57        7.10  Use of Proceeds.................................................................................................... 57        7.11  Financial Covenants. ............................................................................................ 57        7.12  Preferred Securities .............................................................................................. 57        7.13  Sanctions .............................................................................................................. 57        7.14  Anti-Corruption Laws .......................................................................................... 58   ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES .................................................... 58        8.01  Events of Default ................................................................................................. 58        8.02  Remedies Upon Event of Default ........................................................................ 60        8.03  Application of Funds............................................................................................ 61   ARTICLE IX ADMINISTRATIVE AGENT .............................................................................. 61        9.01  Appointment and Authority. ................................................................................ 61        9.02  Rights as a Lender ................................................................................................ 62        9.03  Exculpatory Provisions ........................................................................................ 62        9.04  Reliance by Administrative Agent ....................................................................... 63        9.05  Delegation of Duties ............................................................................................ 63        9.06  Resignation of Administrative Agent .................................................................. 63        9.07  Non-Reliance on Administrative Agent and Other Lenders ................................ 64        9.08  No Other Duties, Etc ............................................................................................ 65        9.09  Administrative Agent May File Proofs of Claim ................................................. 65        9.10  No Other Duties, etc ............................................................................................ 66        9.11  Certain ERISA Matters. ....................................................................................... 66   ARTICLE X MISCELLANEOUS .............................................................................................. 67        10.01  Amendments, Etc ................................................................................................. 67        10.02  Notices; Effectiveness; Electronic Communication. ........................................... 68        10.03  No Waiver; Cumulative Remedies; Enforcement................................................ 70        10.04  Expenses; Indemnity; Damage Waiver. ............................................................... 71        10.05  Payments Set Aside.............................................................................................. 73        10.06  Successors and Assigns; Participations. .............................................................. 73        10.07  Confidentiality ..................................................................................................... 77        10.08  Right of Setoff...................................................................................................... 78        10.09  Interest Rate Limitation ....................................................................................... 78        10.10  Counterparts; Integration; Effectiveness .............................................................. 78        10.11  Survival of Representations and Warranties ........................................................ 80        10.12  Severability .......................................................................................................... 80        10.13  Replacement of Lenders ...................................................................................... 80        10.14  Governing Law; Jurisdiction; Etc. ....................................................................... 81        10.15  Waiver of Jury Trial ............................................................................................. 82        10.16  Exceptions to Covenants ...................................................................................... 82                                         iii   12992164v5 27112.00011  





 






                     10.17  No Strict Construction ......................................................................................... 82       10.18  USA PATRIOT Act Notice ................................................................................. 82       10.19  No Advisory or Fiduciary Responsibility ............................................................ 83       10.20  ENTIRE AGREEMENT ...................................................................................... 83       10.21  [Reserved]. ........................................................................................................... 83       10.22  Acknowledgment and Consent to Bail-In of Affected Financial Institutions...... 83       10.23  Acknowledgement Regarding Any Supported QFCs .......................................... 84                                         iv  12992164v5 27112.00011               





 






   SCHEDULES         1.01  [Reserved]        2.01  Commitments and Applicable Percentages        2.03  [Reserved]        5.05  Supplement to Interim Financial Statements        5.06  Existing Litigation        5.13  Subsidiaries and Other Equity Investments        5.19  Insurance Licenses        10.02  Administrative Agent’s Office, Certain Addresses for Notices   EXHIBITS                    Form of         A    Assignment and Assumption        B     Compliance Certificate        C     Loan Notice        D    Note        E    [Reserved]        F     [Reserved]        G    [Reserved]        H    [Reserved]        I    Tax Compliance Certificates                                             v   12992164v5 27112.00011  





 






                        364-DAY TERM LOAN AGREEMENT         This 364-DAY TERM LOAN AGREEMENT (“Agreement”) is entered into as of April 9,  2020,  among  each  lender  from  time  to  time  party  hereto  (collectively,  the  “Lenders”  and  individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and GLOBE  LIFE INC., a Delaware corporation (the “Borrower”).         The  Borrower  has  requested,  and  subject  to  the  terms  and  conditions  set  forth  in  this  Agreement,  the  Administrative  Agent  and  the  Lenders  have  agreed  to  extend,  certain  credit  facilities to the Borrower.         In  consideration  of  the  mutual  covenants  and  agreements  herein  contained,  the  parties  hereto covenant and agree as follows:                                    ARTICLE I                                                             DEFINITIONS AND ACCOUNTING TERMS         1.01  Defined Terms.  As used in this Agreement, the following terms shall have the  meanings set forth below:         “Acquisition” means the acquisition by any Person of (a) a majority of the Equity Interests  of  another  Person,  (b) all  or  substantially  all  of  the  assets  of  another  Person  or  (c) all  or  substantially all of a line of business of another Person, in each case (i) whether or not involving a  merger or a consolidation with such other Person and (ii) whether in one transaction or a series of  related transactions.         “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 supplied  by the Administrative Agent.         “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK  Financial Institution.         “Affiliate” means, with respect to any Person, another Person that directly, or indirectly  through one or more intermediaries, Controls or is Controlled by or is under common Control with  the Person specified, and in any event shall include (a) any officer, director or general partner of  such Person and (b) any Person, or Affiliate of such Person that, directly or indirectly, beneficially  owns 10% or more of the voting Equity Interests of the Person specified.         “Agreement” means this Credit Agreement.         “AIL” means American Income Life Insurance Company, an Indiana insurance company.    12992164v5 27112.00011  





 






         “Annual  Statement”  means  the  annual  statutory  financial  statement  of  any  Insurance  Subsidiary  required  to  be  filed  with  the  insurance  commissioner  (or  similar  authority)  of  its  jurisdiction of incorporation, which statement shall be in the  form required by such  Insurance  Subsidiary’s jurisdiction of incorporation or, if  no specific form is so required, in the form  of  financial statements recommended by the NAIC to be used for filing annual statutory financial  statements and shall contain the type of information recommended by the NAIC to be disclosed  therein, together with all exhibits or schedules filed therewith.         “Applicable Law” means in respect of any Person, all provisions of Laws applicable to  such Person, and all orders and decrees of all courts and determinations of arbitrators applicable  to such Person.         “Applicable Percentage” means, with respect to any Lender at any time, the percentage  (carried out to the ninth decimal place) of the Facility represented by (i) at any time during the  Availability Period, such Lender’s Commitment at such time plus the Outstanding Amount of such  Lender’s Loans at such time and (ii) thereafter, the Outstanding Amount of such Lender’s Loans  at such time.  If the Commitment of each Lender to make Loans has been terminated pursuant to  Section 8.02 or if the Commitments have expired, then the Applicable Percentage of each Lender  shall be determined based on the Applicable Percentage of such Lender most recently in effect,  giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is  set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption  pursuant to which such Lender becomes a party hereto, as applicable.         “Applicable  Rate”  means  the  following  percentages  per  annum,  based  upon  the  Debt  Rating set forth below:                                   Applicable Rate            Pricing Debt Ratings Eurodollar Base Rate Ticking All-In             Level S&P/Moody’s     Rate               Fee     Drawn               1      ≥A/A2       1.50%     0.50%    0.20%    1.50%                2       A-/A3      1.625%    0.625%   0.25%    1.625%                3    ≤BBB+/Baa1    1.75%     0.75%    0.30%    1.75%                 “Debt Rating” means, as of any date of determination, the rating as determined by        either S&P or Moody’s (collectively, the “Debt Ratings”) of the Borrower’s non-credit-       enhanced,  senior  unsecured  long-term  debt;  provided  that  if  a  different  Debt  Rating  is        issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall        apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for        Pricing Level 3 being the lowest), unless there is a split in Debt Ratings of more than one        level, in which case the Pricing Level that is one level lower than the Pricing Level of the        higher Debt Rating shall apply.  If at any time the Borrower has a Debt Rating from either        Moody’s or S&P but not from both Moody’s and S&P, then the Pricing Level shall be        based on the single available Debt Rating.  If at any time the Borrower does not have a        Debt Rating from Moody’s and does not have a Debt Rating from S&P, then Pricing Level        3  shall  apply.   If  at  any  time  Pricing  Level  3  is  applicable  pursuant  to  the  preceding                                        2   12992164v5 27112.00011  





 






         sentence, the Lenders will, at the request of the Borrower, enter into good faith negotiations        with the Borrower regarding amending this definition to refer to debt or corporate credit        ratings provided by one or more mutually satisfactory alternate debt or corporate credit        rating providers.   Initially, the Applicable Rate shall be determined based upon the Debt  Rating specified in the  certificate delivered pursuant to Section 4.01(a)(viii).  Thereafter, each change in the Applicable  Rate resulting from a publicly announced change in the Debt Rating 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.         “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.         “Assignment and Assumption” means  an  assignment and  assumption entered into by  a  Lender  and  an  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 A  or any other form approved by the Administrative Agent.         “Attributable Indebtedness” means, on any date, in respect of any capital or finance 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,  2019,  and  the  related  consolidated statements of income or operations, shareholders’ equity and cash flows for such  fiscal year of the Borrower and its Subsidiaries, including the notes thereto.         “Availability Period” means the period from and including the Effective Date to the earliest  of (i) July 8, 2020, (ii) the date of termination of the aggregate Commitment pursuant to Section  2.06, and (c) the date of termination of the Commitment of each Lender pursuant to Section 8.02.          “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the  applicable Resolution Authority in respect of any liability of an Affected Financial Institution.         “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing  Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European  Union, the implementing law, regulation rule or requirement for such EEA Member Country from  time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the  United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as amended from time to time)  and any other law, regulation or rule applicable in the United Kingdom relating to the resolution  of unsound or failing banks, investment firms or other financial institutions or their affiliates (other  than through liquidation, administration or other insolvency proceedings).         “Bank of America” means Bank of America, N.A. and its successors.         “Base Rate” means, as of any date of determination, a fluctuating rate of interest per annum  equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate for                                        3   12992164v5 27112.00011  





 






   such day plus 0.50% and (c) the Eurodollar Rate for such day plus 1.00%; provided, however, that  in no event shall the Base Rate as of any date of determination be less than 1.0%.  If the Base Rate  is being used as an alternate rate of interest pursuant to Section 3.03, then the Base Rate shall be  the greater of clauses (a) and (b) above and shall be determined without reference to clause (c)  above.         “Base Rate Loan” means a Loan that bears interest based on the Base Rate.         “Beneficial Ownership Certification” means a certification regarding beneficial ownership  as required by the Beneficial Ownership Regulation.         “Beneficial Ownership Regulation” means 31 CFR § 1010.230.         “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is  subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or  (c)  any  Person  whose  assets  include  (for  purposes  of  ERISA  Section  3(42)  or  otherwise  for  purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit  plan” or “plan”.         “Borrower” has the meaning specified in the introductory paragraph hereto.         “Borrower Materials” has the meaning specified in Section 6.02.         “Borrowing” means a borrowing consisting of simultaneous 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 2.01.         “Business  Day”  means  (a)  except  as  set  forth  in  clause  (b)  below,  any  day  excluding  Saturday,  Sunday  and  any  day  which  is  a  legal  holiday  under  the  laws  of  the  State  of  North  Carolina, the State of New York or is a day on which banking institutions located in such states  are authorized or required by law or other governmental action to close, and (b) with respect to all  notices, determinations, fundings and payments in connection with the Eurodollar Rate or any  Eurodollar Rate Loans, any day that is a Business Day described in clause (a) above and that is  also a day for trading by and between banks in Dollar deposits in the London interbank market.         “Change in Law” means the occurrence, after the date of this Agreement, of any of the  following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in  any  law,  rule,  regulation  or  treaty  or  in  the  administration,  interpretation,  implementation  or  application thereof by any Governmental Authority or (c) the making or issuance of any request,  rule,  guideline  or  directive  (whether  or  not  having  the  force  of  law)  by  any  Governmental  Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall  Street  Reform  and  Consumer  Protection  Act  and  all  requests,  rules,  guidelines  or  directives  thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests,  rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel  Committee on Banking Supervision (or any successor or similar authority) or the United States or  foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to  be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented .                                         4   12992164v5 27112.00011  





 






         “Change of Control” means an event or series of events by which:               (a)   any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)        of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such        person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or        other  fiduciary  or  administrator  of  any  such  plan)  becomes  the  “beneficial  owner”  (as        defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that        a person or group shall be deemed to have “beneficial ownership” of all securities that such        person or group has the right to acquire (such right, an “option right”), whether such right        is exercisable immediately or only after the passage of time), directly or indirectly, of 20%        or more of the Equity Interests of the Borrower entitled to vote for members of the board        of directors or equivalent governing body of the Borrower on a fully-diluted basis (and        taking into account  all such Equity  Interests that such person or  group has the right to        acquire pursuant to any option right); or               (b)   any “Change of Control” as defined in any Indebtedness of the Borrower or        any  of  its  Subsidiaries  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) of more than $10,000,000 shall occur.         “Code”  means  the  Internal  Revenue  Code  of  1986,  and  the  rules  and  regulations  promulgated thereunder.         “Commitment” means, as to each Lender, its obligation to make Loans to the Borrower  pursuant to Section 2.01 in a principal amount 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.           “Compliance Certificate” means a certificate substantially in the form of Exhibit B.         “Connection  Income  Taxes”  means  Other  Connection  Taxes  that  are  imposed  on  or  measured  by  net  income  (however  denominated)  or  that  are franchise  Taxes  or  branch  profits  Taxes.         “Consolidated  Capitalization”  means,  at  any  date  of  determination,  the  sum  of  (a) Consolidated Net Worth as at such date, plus (b) Consolidated Indebtedness as at such date,  plus (c) Subordinated Debt not to exceed 15% of Consolidated Capitalization.         “Consolidated Indebtedness” means the Indebtedness of the Borrower and its Subsidiaries  (excluding any obligations in respect of Subordinated Debt not to exceed 15% of Consolidated  Capitalization) determined on a consolidated basis in accordance with GAAP.         “Consolidated Net Income” means, for any period of calculation, the net income of the  Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP.         “Consolidated Net Worth” means, at any date of determination, the amount of consolidated  common and preferred shareholders’ equity of the Borrower and its Subsidiaries, determined as at  such date in accordance with GAAP; provided, however, that the effect of the application of FASB                                        5   12992164v5 27112.00011  





 






   ASC  320  (formerly  known  as  FAS  115)  shall  be excluded  when  computing  Consolidated  Net  Worth.         “Contractual Obligation” means, as to any Person, any provision of any security issued by  such Person or of any agreement, instrument or other undertaking to which such Person is a party  or by which it or any of its property is bound.         “Control” means the possession, directly or indirectly, of the power to direct or cause the  direction of the management or policies of a Person, whether through the ability to exercise voting  power,  by  contract  or  otherwise.   “Controlling”  and  “Controlled”  have  meanings  correlative  thereto.         “Co-Syndication  Agents”  means,  collectively,  Regions  Bank  and  U.S.  Bank  National  Association.         “Covered Entity” has the meaning specified in Section 10.23(b).         “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 and affecting the rights  of creditors generally.         “Default” means any event or condition that constitutes an Event of Default or that, with  the giving of any notice, the passage of time, or both, would be an Event of Default.         “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable  Rate, if any, applicable to Base Rate Loans plus (c) 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.         “Defaulting Lender” means, subject to Section 2.15(g), any Lender that (a) has failed to (i)  fund all or any portion of the 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 or any Lender any other amount required to be paid by it hereunder within  two Business Days of the date when due, (b) has notified the Borrower the Administrative Agent  in writing that it does not intend to comply with its funding obligations hereunder, or has made a  public statement to that effect (unless such writing or public statement relates to such Lender’s  obligation  to  fund  a  Loan  hereunder  and  states  that  such  position  is  based  on  such  Lender’s  determination that a condition precedent to funding (which condition precedent, together with 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                                         6   12992164v5 27112.00011  





 






   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, (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  FDIC  or  any  other  state  or  federal  regulatory  authority  acting  in  such  a  capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a  Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that  Lender or any direct or indirect parent company thereof by a Governmental Authority so long as  such  ownership  interest  does  not  result  in  or  provide  such  Lender  with  immunity  from  the  jurisdiction of courts within the United States or from the enforcement of judgments or writs of  attachment  on  its  assets  or  permit  such  Lender  (or  such  Governmental  Authority)  to  reject,  repudiate,  disavow  or  disaffirm  any  contracts  or  agreements  made  with  such  Lender.   Any  determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or  more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and  such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(g)) upon delivery  of written notice of such determination to the Borrower and each Lender.          “Designated Jurisdiction” means any country or territory to the extent that such country or  territory itself is the subject of any Sanction.         “Disposition”  or  “Dispose”  means  the  sale,  transfer,  license,  lease  or  other  disposition  (including any sale and leaseback transaction) of any property by any Person, including any sale,  assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable  or any rights and claims associated therewith.          “Dividends” means any dividend or other distribution (whether in cash, securities or other  property)  with  respect  to  any  capital  stock  or  other  Equity  Interest  of  the  Borrower  or  any  Subsidiary.          “Dollar” and “$” mean lawful money of the United States.         “EEA Financial Institution” means (a) any credit institution or investment firm established  in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,  (b) any entity established in an EEA Member Country which is a parent of an institution described  in  clause  (a)  of  this  definition,  or  (c)  any  financial  institution  established  in  an  EEA  Member  Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and  is subject to consolidated supervision with its parent;          “EEA Member Country” means any of the member states of the European Union, Iceland,  Liechtenstein, and Norway.         “EEA  Resolution  Authority”  means  any  public  administrative  authority  or  any  Person  entrusted  with  public  administrative  authority  of  any  EEA  Member  Country  (including  any  delegee) having responsibility for the resolution of any EEA Financial Institution.         “Effective  Date”  means  the  first  date  all  the  conditions  precedent  in  Section 4.01  are  satisfied or waived in accordance with Section 10.01.                                         7   12992164v5 27112.00011  





 






         “Engagement  Letter”  means  the engagement  letter,  dated  as  of April  9,  2020,  between  Bank of America, BofA Securities, Inc. and the Borrower.         “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.         “Environmental  Liability”  means  any  liability,  contingent  or  otherwise  (including  any  liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the  Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation  of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or  disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or  threatened release of any Hazardous Materials into the environment or (e) any contract, agreement  or other consensual arrangement pursuant to which liability is assumed or imposed with respect to  any of the foregoing.         “Equity Interests” means, with respect to any Person, all of the shares of capital stock of  (or other  ownership  or  profit  interests,  other than  a  net  profits  based  bonus  program,  in)  such  Person, all of the warrants, options or other rights for the purchase or acquisition from such Person  of  shares  of capital  stock  of  (or  other  ownership  or profit  interests  in)  such  Person,  all  of the  securities convertible into or exchangeable for shares of capital stock of (or other ownership or  profit interests in) such Person or warrants, rights or options for the purchase or acquisition from  such Person of such shares (or such other interests), and all of the other ownership or profit interests  in  such  Person  (including  partnership,  member  or  trust  interests  therein),  whether  voting  or  nonvoting,  and  whether  or  not  such  shares,  warrants,  options,  rights  or  other  interests  are  outstanding on any date of determination.         “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 or 430 of  the Code).         “ERISA  Event”  means  (a)  a  Reportable  Event  with  respect  to  a  Pension  Plan;  (b)  a  withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063  of  ERISA  during  a  plan  year  in  which  it  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 Plan amendment  as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings  by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an 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 or Multiemployer Plan; or (f) the imposition of any liability                                         8   12992164v5 27112.00011  





 






   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.         “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published  by the Loan Market Association (or any successor person), as in effect from time to time.         “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 as administered by ICE Benchmark Administration  (or any other Person that takes over the administration of such rate) for Dollars for a period equal  in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg 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  London Banking 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;         (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 London Banking  Days prior to such date for Dollar deposits with a term of one month commencing that day; and         (c)  if the Eurodollar Rate shall be less than 1.0%, such rate shall be deemed 1.0% for  purposes of this Agreement.         “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the 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 applicable  Lending  Office located in, the  jurisdiction  imposing  such  Tax  (or  any  political  subdivision  thereof)  or  (ii)  that  are  Other  Connection Taxes, (b) in the case of a Lender, United States 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, 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(g) and (d) any United States federal withholding Taxes imposed under  FATCA.                                          9   12992164v5 27112.00011  





 






         “Existing  Credit  Agreement”  means  that  certain  Second  Amended  and  Restated  Credit  Agreement, dated as of May 17, 2016, among the Borrower, TMK Re, Ltd., certain lenders from  time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.         “Facility” means the term loan facility established pursuant to Article II hereof.         “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement  (or any amended or successor version that is substantively comparable and not materially more  onerous to comply with), any current or future regulations or official interpretations thereof, any  agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory  legislation,  rules  or  practices  adopted  pursuant  to  any  intergovernmental  agreement,  treaty  or  convention among Governmental Authorities entered into in connection with the implementation  of the foregoing.         “FDIC” means the Federal Deposit Insurance Corporation.         “Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal  Reserve  Bank  of  New  York  based  on  such  day’s  federal  funds  transactions  by  depository  institutions (as determined in such manner as the Federal Reserve Bank of New York shall set  forth on its public website from time to time) and published on the next succeeding Business Day  by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the  Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero  for purposes of this Agreement.         “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S.  Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under  the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For  purposes of this definition, the United States, each State thereof and the District of Columbia shall  be deemed to constitute a single jurisdiction.         “FRB” means the Board of Governors of the Federal Reserve System of the United States.         “Fund”  means  any  Person  (other  than  a natural  person)  that  is  (or  will  be)  engaged  in  making, purchasing, holding or otherwise investing in commercial loans and similar extensions of  credit in the ordinary course of its business.         “GAAP” means generally accepted accounting principles 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.         “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                                         10   12992164v5 27112.00011  





 






   government (including any supra-national bodies such as the European Union or the European  Central Bank).         “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such  Person  guaranteeing  or  having  the  economic  effect  of  guaranteeing  any  Indebtedness  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, (i) to  purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or  other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring  the obligee in respect of such Indebtedness or other obligation of the payment or performance of  such Indebtedness or other obligation, (iii) 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 Indebtedness or other obligation, or (iv) entered into  for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other  obligation of the payment or performance thereof or to protect such obligee against loss in respect  thereof  (in  whole  or  in  part),  or  (b) any  Lien  on  any  assets  of  such  Person  securing  any  Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other  obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such  Indebtedness to obtain any such Lien).  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.         “Hazardous  Materials”  means  all  explosive  or  radioactive substances  or  wastes  and  all  hazardous  or  toxic  substances,  wastes  or  other  pollutants,  including  petroleum  or  petroleum  distillates,  asbestos  or  asbestos-containing  materials,  polychlorinated  biphenyls,  radon  gas,  infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to  any Environmental Law.         “Highest  Lawful  Rate”  means  at  the  particular  time  in  question  the  maximum  rate  of  interest which, under Applicable Law, any Lender is then permitted to charge on the Obligations.   If the maximum rate of interest which, under Applicable Law, any Lender is permitted to charge  on  the  Obligations  shall  change  after  the  date  hereof,  the  Highest  Lawful  Rate  shall  be  automatically increased or decreased, as the case may be, from time to time as of the effective time  of each change in the Highest Lawful Rate without notice to the Borrower.         “Impacted Loans” has the meaning specified in Section 3.03(a).         “Indebtedness” means, as to any Person at a particular time, without duplication, all of the  following, whether or not included as indebtedness or liabilities in accordance with GAAP:               (a)   all obligations of such Person for borrowed money and all obligations of        such  Person  evidenced  by  bonds,  debentures,  notes,  loan  agreements  or  other  similar        instruments;                                          11   12992164v5 27112.00011  





 






               (b)   all direct or contingent obligations of such Person arising under letters of        credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety        bonds and similar instruments;               (c)   net obligations of such Person under any Swap Contract (computed as set        forth below);               (d)   all obligations of such Person to pay the deferred purchase price of property        or services (other than trade accounts payable in the ordinary course of business and, in        each case, not past due for more than sixty (60) days after the date on which such trade        account payable was created);               (e)   indebtedness  (excluding  prepaid  interest  thereon)  secured  by  a  Lien  on        property owned or being purchased by such Person (including indebtedness arising under        conditional sales or other title retention agreements), whether or not such indebtedness        shall have been assumed by such Person or is limited in recourse;               (f)   capital or finance leases and Synthetic Lease Obligations (computed as set        forth below);               (g)   all  obligations  of  such  Person  to  purchase,  redeem,  retire,  defease  or        otherwise make any payment in respect of any Equity Interest in such Person or any other        Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary        or involuntary liquidation preference plus accrued and unpaid dividends; and               (h)   all Guarantees of such Person in respect of any of the foregoing.   For  all  purposes  hereof,  the  Indebtedness  of any  Person  shall  include the  Indebtedness  of any  partnership or joint venture (other than a joint venture that is itself a corporation or limited liability  company) in which such Person is a general partner or a joint venturer, unless such Indebtedness  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 or finance lease or Synthetic Lease Obligation as of any date shall be  deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.         “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with  respect to any payment made by or on account of any obligation of the Borrower under any Loan  Document and (b) to the extent not otherwise described in clause (a), Other Taxes.         “Indemnitees” has the meaning specified in Section 10.04(b).         “Information” has the meaning specified in Section 10.07.         “Insurance Subsidiary” means any Subsidiary of the Borrower which is engaged in the life,  health or accident insurance business.         “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last  day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that  if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that                                        12   12992164v5 27112.00011  





 






   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, the last Business Day of each March, June, September  and December and the Maturity 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 (1), two (2), three (3), or six (6) months thereafter, in each case  as selected by the Borrower in its Loan Notice and subject to availability; provided that:               (a)   the Interest Period shall commence on the date of advance of or conversion        to any Eurodollar Rate Loan and, in the case of immediately successive Interest Periods,        each  successive  Interest  Period  shall  commence  on  the  date  on  which  the  immediately        preceding Interest Period expires;               (b)   if any Interest Period would otherwise expire on a day that is not a Business        Day, such Interest Period shall expire on the next succeeding Business Day; provided that        if any Interest Period with respect to a Eurodollar Rate Loan would otherwise expire on a        day that is not a Business Day but is a day of the month after which no further Business        Day occurs in such month, such Interest Period shall expire on the immediately preceding        Business Day;               (c)   any Interest Period with respect 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 relevant calendar month at the end of such Interest Period;               (d)   no Interest Period shall extend beyond the Maturity Date.         “Investment” means, as to any Person, any direct or indirect acquisition or investment by  such Person, whether by means of (a) the purchase or other acquisition of capital stock or other  securities  of  another  Person,  (b) a  loan,  advance  or  capital  contribution  to,  Guarantee  or  assumption of debt of, or purchase or other acquisition of any other debt or equity participation or  interest in, another Person, including any partnership or joint venture interest in such other Person  and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person,  or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of  another Person that constitute a business unit.         “IP Rights” has the meaning specified in Section 5.17.         “IRS” means the United States Internal Revenue Service.         “Joint  Arrangers”  means  BofA  Securities,  Inc.,  Regions  Capital  Markets,  a  division  of  Regions Bank and U.S. Bank National Association in their capacity as joint lead arrangers and  joint book runners.         “Junior Subordinated Debentures” means the 5.875% Junior Subordinated Debentures due  2052 of the Borrower in the principal amount of $125,000,000.                                         13   12992164v5 27112.00011  





 






         “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.         “Lender” has the meaning specified in the introductory paragraph hereto.         “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,  which  office  may  include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such  Affiliate.  Unless  the  context  otherwise  requires  each  reference  to  a  Lender  shall  include  its  applicable Lending Office.         “LIBOR” has the meaning specified in the definition of Eurodollar Rate.         “LIBOR  Screen  Rate”  means  the  LIBOR  quote  on  the  applicable  screen  page  the  Administrative  Agent  designates  to  determine  LIBOR  (or  such  other  commercially  available  source providing such quotations as may be designated by the Administrative Agent from time to  time).         “LIBOR Successor Rate” has the meaning specified in Section 3.03(c).         “LIBOR  Successor  Rate  Conforming  Changes”  means,  with  respect  to  any  proposed  LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period,  timing and frequency of determining rates and making payments of interest and other technical,  administrative or operational matters as may be appropriate, in the discretion of the Administrative  Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit  the administration thereof by the Administrative Agent in a manner substantially consistent with  market practice (or, if the Administrative Agent determines that adoption of any portion of such  market practice is not administratively feasible or that no market practice for the administration of  such LIBOR Successor Rate exists, in such other manner of administration as the Administrative  Agent  determines  is  reasonably  necessary  in  connection  with  the  administration  of  this  Agreement).         “License” means any license, certificate of authority, permit or other authorization which  is  required  to  be  obtained  from  a  Governmental  Authority  in  connection  with  the  operation,  ownership or transaction of insurance business.         “Lien”  means  any  mortgage,  pledge,  hypothecation,  assignment,  deposit  arrangement,  encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or  preferential  arrangement  in  the  nature  of  a  security  interest  of  any  kind  or  nature  whatsoever  (including any conditional sale or other title retention agreement, any easement, right of way or  other encumbrance on title to real property, and any financing lease having substantially the same  economic effect as any of the foregoing, but excluding (a) liens for taxes not yet due or which are                                         14   12992164v5 27112.00011  





 






   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, (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like  liens arising the ordinary course of business which are not overdue for a period of more than thirty  (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, (c) 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,  (d) deposits  to  secure the  performance  of  bids,  trade  contracts  and  leases  (other  than  Indebtedness),  statutory  obligations,  surety  bonds  (other  than  bonds  related  to  judgments or litigation), performance bonds and other obligations of a like nature incurred in the  ordinary  course  of  business,  and  (e) 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).         “Listed Money Market Fund” means a money market fund that complies with the criteria  set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act  of 1940 and is rated AAA by S&P and Aaa by Moody’s.         “LNLIC”  means  Liberty  National  Life  Insurance  Company,  a  Nebraska  insurance  company.         “Loan” means any term loan made to the Borrower pursuant to Section 2.01 and all such  term loans collectively as the context requires.         “Loan Documents” means this Agreement, each Note, each Compliance Certificate, each  Loan Notice and each amendment to any of the foregoing.         “Loan Notice” means a notice of (a) a Borrowing, or (b) a conversion of Loans from one  Type to the other, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the  form of Exhibit C.         “London Banking Day” means any day on which dealings in Dollar deposits are conducted  by and between banks in the London interbank Eurodollar market.         “Material Adverse Effect” means (a) a material adverse change in, or a material adverse  effect  upon,  the  operations,  business,  properties,  liabilities  (actual  or  contingent),  condition  (financial or otherwise) or prospects of the Borrower, or 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.         “Maturity Date” means April 8, 2021 or, if such day is not a Business Day, the immediately  preceding Business Day.         “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.                                         15   12992164v5 27112.00011  





 






         “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.         “NAIC” means the National Association of Insurance Commissioners  or any successor  thereto, or in lieu thereof, any other association, agency or other organization performing advisory,  coordination or other like functions among insurance departments, insurance commissions and  similar Governmental Authorities of the various states of the United States of America toward the  promotion of uniformity in the practices of such Governmental Authorities.         “NAIC Approved Bank” means any bank listed on the most current list of banks approved  by the Securities Valuation Office of the NAIC and acting through the branch so listed.         “Net Proceeds” means, with respect to the sale or issuance by the Borrower or any of its  Subsidiaries to any Person (other than to the Borrower or a Wholly-Owned Subsidiary) of any  Equity Interests, including any conversion of debt securities into Equity Interests, the excess of  (a) the  gross  proceeds  from  such  sale,  issuance,  or  conversion  over  (b) all  reasonable  and  customary underwriting commissions and legal, investment banking, brokerage and accounting  and other professional fees and disbursements actually incurred in connection with each such sale,  issuance or conversion.         “Notes” means a promissory note made by the Borrower in favor of a Lender evidencing  Loans made by such Lender, substantially in the form of Exhibit D.         “Obligations”  means  all  advances  to,  and  debts,  liabilities,  obligations,  covenants  and  duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan,  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 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.          “Organization Documents” means, (a) with respect to any corporation, the certificate or  articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with  respect  to  any  non-U.S.  jurisdiction);  (b) with  respect  to  any  limited  liability  company,  the  certificate or articles of formation or organization and operating agreement; and (c) with respect  to  any  partnership,  joint  venture,  trust  or  other  form  of  business  entity,  the  partnership,  joint  venture or other applicable agreement of formation or organization and any agreement, instrument,  filing or notice with respect thereto filed in connection with its formation or organization with the  applicable  Governmental  Authority  in  the  jurisdiction  of  its  formation  or  organization  and,  if  applicable, any certificate or articles of formation or organization of such entity.         “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result  of a present or former connection between such Recipient and the jurisdiction imposing such Tax                                         16   12992164v5 27112.00011  





 






   (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,  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 10.13).         “Outstanding  Amount”  means  the aggregate outstanding  principal  amount  thereof after  giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.         “Participant” has the meaning specified in Section 10.06(d).         “Participant Register” has the meaning specified in Section 10.06(d).         “PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into  law October 26, 2001)).         “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,  Section 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” (as such term is defined in  Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and  is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or  any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple  employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time  during the immediately preceding five plan years.         “Permitted Acquisition” means the Acquisition of any Person which has been approved  and recommended by the board of directors (or the functional equivalent thereof) of the Person  being acquired.         “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”  (as  such  term  is  defined  in  Section 3(3)  of  ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412  of the Code or Title IV of ERISA, any ERISA Affiliate.                                        17   12992164v5 27112.00011  





 






         “Platform” has the meaning specified in Section 6.02.         “Preferred Securities” means any trust preferred securities issued in connection with any  Subordinated Debt.         “Prime Rate” means, at any time, the rate of interest per annum publicly announced from  time to time by Bank of America as its prime rate.  Each change in the Prime Rate shall be effective  as of the opening of business on the day such change in such prime rate occurs.  The parties hereto  acknowledge that the rate announced publicly by Bank of America as its prime rate is an index or  base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.         “Property” means any interest of the Borrower or any Subsidiary in any kind or property  or asset, whether real, personal or mixed, or tangible or intangible.         “PTE” means a prohibited transaction class exemption issued by the U.S. Department of  Labor, as any such exemption may be amended from time to time.         “Public Lender” has the meaning specified in Section 6.02.         “Quarterly Statement” means the quarterly statutory financial statement of any Insurance  Subsidiary  required  to  be  filed  with  the  insurance  commissioner  (or  similar  authority)  of  its  jurisdiction of incorporation, which statement shall be in the  form required by such  Insurance  Subsidiary’s jurisdiction of incorporation or, if  no specific form is so required, in the form  of  financial statements recommended by the NAIC to be used for filing quarterly statutory financial  statements and shall contain the type of information recommended by the NAIC to be disclosed  therein, together with all exhibits or schedules filed therewith.         “Recipient” means (a) the Administrative Agent and (b) any Lender, as applicable.         “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 and advisors of such Person and of such Person’s  Affiliates.         “Relevant  Governmental  Body”  means  the  Federal  Reserve  Board  and/or  the  Federal  Reserve  Bank  of  New  York,  or  a  committee  officially  endorsed  or  convened  by  the  Federal  Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a  benchmark rate to replace LIBOR in loan agreements similar to this Agreement.         “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 Borrowing” means, with respect to a Borrowing or conversion of Loans, a  Loan Notice.         “Required Lenders” means, as of any date of determination, two or more Lenders holding  more  than  50%  of  the  Total  Credit  Exposures  of  all  Lenders;  provided  that  the  Total  Credit                                         18   12992164v5 27112.00011  





 






   Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of  Required Lenders.         “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK  Financial Institution, a UK Resolution Authority.         “Responsible Officer” means the chief executive officers, president, chief financial officer,  chief investment officer or treasurer of the Borrower.  Any document delivered hereunder that is  signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been  authorized by all necessary corporate, partnership and/or other action on the part of the Borrower  and  such  Responsible  Officer  shall  be  conclusively  presumed  to  have  acted  on  behalf  of  the  Borrower.         “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc.,  and any successor thereto.         “Sanction(s)”  means  any  sanction  administered  or  enforced  by  the  United  States  Government  (including  without  limitation,  OFAC),  the  United  Nations  Security  Council,  the  European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.         “Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).          “SAP” means, with respect to any Insurance Subsidiary, the statutory accounting practices  prescribed or permitted by the insurance commissioner (or other similar authority) as of the date  hereof  in  the  jurisdiction  of  incorporation  of  such  Insurance  Subsidiary  for  the  preparation  of  annual statements and other financial reports by insurance companies of the same type as such  Insurance Subsidiary.         “SEC” means the Securities and Exchange Commission, or any Governmental Authority  succeeding to any of its principal functions.         “Significant Insurance Subsidiary” means any Significant Subsidiary which is an Insurance  Subsidiary,  and  shall  in  any  event  include  Globe  Life  And  Accident  Insurance  Company,  a  Nebraska  insurance  company,  LNLIC,  United  American  Insurance  Company,  a  Nebraska  insurance company, and AIL.         “Significant Subsidiary” of a Person means a “significant subsidiary” as defined in Rule 1- 02(v) of Regulation S-X of the Securities and Exchange Commission (17 CFR Part 210).  Unless  otherwise  expressly  provided,  all  references  herein  to  a  “Significant  Subsidiary”  shall  mean  a  Significant Subsidiary of the Borrower.         “SOFR” with respect to any day means the secured overnight financing rate published for  such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a  successor administrator) on the Federal Reserve Bank of New York’s website (or any successor  source) and, in each case, that has been selected or recommended by the Relevant Governmental  Body.         “SOFR-Based Rate” means SOFR or Term SOFR.                                         19   12992164v5 27112.00011  





 






         “Solvent” means, with respect to any Person, as of any date of determination, that the fair  value of the assets of such Person (at fair valuation) is, on the date of determination, greater than  the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as  of such date, that the present fair saleable value of the assets of such Person will, as of such date,  be greater than the amount that will be required to pay the probable liability of such Person on its  debts as such debts become absolute and matured, and that, as of such date, such Person will be  able to pay all liabilities of such Person as such liabilities mature and such Person does not have  unreasonably  small  capital  with  which  to  carry  on  its  business.   In  computing  the  amount  of  contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount  which, in light of all the facts and circumstances existing at such time, represents the amount that  can reasonably be expected to become an actual or matured liability discounted to present value at  rates believed to be reasonable by such Person acting in good faith.         “Subordinated  Debt”  means,  collectively,  (i)  the  Junior  Subordinated  Debentures  and  (ii) any other unsecured indebtedness of the Borrower (and not a Subsidiary) which is subordinated  by its terms to the prior payment in full of the Obligations evidenced by this Agreement in a manner  no  less  favorable  to  the  Lenders  than  the  Junior  Subordinated  Debentures  and  which  contain  covenants  that  are  not  less  favorable  to  the  Borrower  than  those  contained  in  the  Junior  Subordinated Debentures.         “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability  company or other business entity of which more than 50% of the Equity Interests having ordinary  voting power for the election of directors or other governing body (other than Equity 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.         “Substantial  Portion”  means,  with  respect  to  the  Property  of  the  Borrower  and  its  Subsidiaries,  Property  which  (a) represents  more  than  10%  of  the  consolidated  assets  of  the  Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the  Borrower and its Subsidiaries as at the beginning  of the twelve-month period ending  with the  month  in  which  such  determination  is  made,  or  (b) is  responsible  for  more  than  10%  of  the  consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as  reflected in the financial statements referred to in clause (a) above.         “Swap  Contract”  means  (a) any  and  all  rate  swap  transactions,  basis  swaps,  credit  derivative transactions, forward rate transactions, commodity swaps, commodity options, forward  commodity contracts, equity or equity index swaps or options, bond or bond price or bond index  swaps  or  options  or  forward  bond  or  forward  bond  price  or  forward  bond  index  transactions,  interest rate options, forward foreign exchange transactions, cap transactions, floor transactions,  collar transactions, currency swap transactions, cross-currency rate swap transactions, currency  options, spot contracts, or any other similar transactions or any combination of any of the foregoing  (including any options to enter into any of the foregoing), whether or not any such transaction is  governed by or subject to any master agreement, and (b) any and all transactions of any kind, and  the related confirmations, which are subject to the terms and conditions of, or governed by, any  form of master agreement published by the International Swaps and Derivatives Association, Inc.,  any International Foreign Exchange Master Agreement, or any other master agreement (any such                                        20   12992164v5 27112.00011  





 






   master agreement, together with any related schedules, a “Master Agreement”), including any such  obligations or liabilities under any Master Agreement.         “Swap Obligations” means any and all obligations owed by the Borrower to any Lender or  any Affiliate of any Lender in respect of a Swap Contract.         “Swap Termination Value” means, in respect of any one or more Swap Contracts, after  taking into account the effect of any legally enforceable netting agreement relating to such Swap  Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and  termination value(s) determined in accordance therewith, such termination value(s), and (b) for  any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market  value(s) for such Swap Contracts, as determined based upon one or more mid-market or other  readily available quotations provided by any recognized dealer in such Swap Contracts (which  may include a Lender or any Affiliate of a Lender).         “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so- called  synthetic,  off-balance  sheet  or  tax  retention  lease,  or  (b) an  agreement  for  the  use  or  possession of property creating obligations that do not appear on the balance sheet of such Person  but  which,  upon  the  insolvency  or  bankruptcy  of  such  Person,  would  be  characterized  as  the  indebtedness of such Person (without regard to accounting treatment).         “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, fines, additions to tax or penalties applicable thereto.         “Term SOFR” means the forward-looking term rate based on SOFR that has been selected  or recommended by the Relevant Governmental Body.         “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments  and Total Outstandings of such Lender at such time.          “Total Outstandings” means the aggregate Outstanding Amount of all Loans.          “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar  Rate Loan.         “UK Financial Institution” means any BRRD Undertaking (as such term is defined under  the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential  Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended  from  time  to  time)  promulgated  by  the  United  Kingdom  Financial  Conduct  Authority,  which  includes  certain  credit  institutions  and  investment  firms,  and  certain  affiliates  of  such  credit  institutions or investment firms.         “UK Resolution Authority” means the Bank of England or any other public administrative  authority having responsibility for the resolution of any UK Financial Institution.         “United States” and “U.S.” mean the United States of America.                                         21   12992164v5 27112.00011  





 






         “U.S.  Government  Debt  Securities”  means  direct  obligations  of,  or  obligations  the  principal of and interest on which are unconditionally guaranteed by, the United States (or by any  agency thereof to the extent such obligations are backed by the full faith and credit of the United  States).         “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 assigned thereto in Section 3.01(g).         “Wholly-Owned Subsidiary” when used to determine the relationship of a Subsidiary to a  Person, means a Subsidiary all of the issued and outstanding Equity Interests (other than directors’  qualifying shares) of which shall at the time be owned by such Person or one or more of such  Person’s Wholly-Owned Subsidiaries or by such Person and one or more of such Person’s Wholly- Owned Subsidiaries.         “Withholding Agent” means the Borrower and the Administrative Agent.         “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution  Authority, the write-down and conversion powers of such EEA Resolution Authority from time to  time under the Bail-In Legislation for the applicable EEA Member Country, which write-down  and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect  to the United Kingdom,  any powers of the applicable Resolution Authority  under the Bail-In  Legislation  to  cancel,  reduce,  modify  or  change  the  form  of  a  liability  of  any  UK  Financial  Institution  or any contract or instrument under which that liability arises, to convert all or part of  that liability into shares, securities or obligations of that person or any other person, to provide that  any such contract or instrument is to have effect as if a right had been exercised under it or to  suspend  any  obligation  in  respect  of  that  liability  or  any  of  the  powers  under  that  Bail-In  Legislation that are related to or ancillary to any of those powers.         1.02  Other Interpretive Provisions.  With reference to this Agreement and each other  Loan Document, unless otherwise specified herein or in such other Loan Document:               (a)   The definitions of terms herein shall apply equally to the singular and plural        forms of the terms defined.  Whenever the context may require, any pronoun shall include        the corresponding masculine, feminine and neuter forms.  The 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                                        22   12992164v5 27112.00011  





 






         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, rule or regulation shall,        unless otherwise specified, refer to such law, rule 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.               (d)   For purposes of Section 8.01(b), a breach of a financial covenant contained        in Section 7.11 shall be deemed to have occurred as of any date of determination thereof        by  the  Administrative  Agent  or  as  of  the  last  day  of  any  specified  measuring  period,        regardless  of  when  the  financial  statements  reflecting  such  breach  are  delivered  to  the        Administrative Agent and the Lenders.         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 or SAP, as the case may be, 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.               (b)   Changes in GAAP or SAP.  If at any time any change in GAAP or SAP, as        the case may be, 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, 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 change in GAAP or SAP, as the case may be, (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 or SAP, as the case may be, prior to such change        therein and (ii) the Borrower 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 change in GAAP or SAP, as the        case may be.   Notwithstanding the foregoing, for purposes of financial covenant calculations under Section 7.11,                                        23   12992164v5 27112.00011  





 






   Indebtedness (including Subordinated Debt accorded equity treatment) shall be calculated without  giving effect to The Financial Accounting Standards Board Accounting Standards Codification  825.          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 Central time (daylight or standard, as applicable).         1.06  [Reserved].         1.07  Divisions.  Any  reference  herein  to  a  merger,  transfer,  consolidation,  amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be  deemed to apply to a division of or by a limited liability company, or an allocation of assets to a  series of a limited liability company (or the unwinding of such a division or allocation), as if it  were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition  or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited  liability company shall constitute a separate Person hereunder (and each division of any limited  liability company that is a Subsidiary, joint venture or any other like term shall also constitute such  a Person or entity).         1.08  Rates.  The Administrative Agent does not warrant, nor accept responsibility, nor  shall the Administrative Agent have any liability with respect to the administration, submission or  any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any  rate that is an alternative or replacement for or successor to any of such rate (including, without  limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR  Successor Rate Conforming Changes.                                    ARTICLE II                                                             THE COMMITMENTS AND BORROWINGS         2.01  Loans.  Subject to the terms and conditions set forth herein, each Lender severally  agrees to make Loans to the Borrower during the Availability Period in an aggregate amount not  to exceed such Lender’s Commitment, provided that in no event shall there be more than four  Borrowings.  Each Borrowing shall be made from the several Lenders ratably in proportion to their  respective Commitments in effect on the date of such Borrowing.  Amounts borrowed under this  Section 2.01 and repaid or prepaid may not be reborrowed.  Each Lender’s Commitment shall be  permanently  reduced  by  the  amount  of  the  Loans  funded  by  such  Lender on  the  date  of  such  Borrowing.   Each  Lender’s  unutilized  Commitment  shall  terminate  immediately  and  without  further action upon the termination of the Availability Period.                                          24   12992164v5 27112.00011  





 






                     2.02  Borrowings, Conversions and Continuations of Loans.              (a)   Each Borrowing and each conversion of 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       (3)  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 Loans, and (ii) on the Business Day of any Borrowing of Base Rate Loans.  Each       telephonic  notice  by  the  Borrower  pursuant  to  this  Section 2.02(a)  must  be  confirmed       promptly by delivery to the Administrative Agent of a written 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       $2,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Borrowing of or       conversion  to  Base  Rate  Loans  shall  be  in  a  principal  amount  of  $500,000  or  a  whole       multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written)       shall specify (i) whether the Borrower is requesting a Borrowing or a conversion of 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 Loans to be borrowed, converted or continued,       (iv) the Type of Loans to be borrowed or to which existing 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 Loan in a Loan Notice or if the Borrower fails to give a timely       notice requesting a conversion or continuation, then the applicable 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 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  Loan  Notice,  the  Administrative  Agent  shall       promptly notify each Lender of the amount of its Applicable Percentage of the applicable       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       Borrowing, each Lender shall make the amount of its 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 Loan Notice.  Upon satisfaction       of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial       Borrowing,  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.              (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                                       25  12992164v5 27112.00011               





 






         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 Borrowings, all conversions of Loans from one        Type to the other, and all continuations of Loans as the same Type, there shall not be more        than six Interest Periods in effect with respect to the Loans.         2.03  [Reserved].         2.04  [Reserved].         2.05  Prepayments.               (a)   The Borrower may, upon notice to the Administrative Agent, at any time or        from time to time voluntarily prepay 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 (3) Business Days prior to any date of prepayment of Eurodollar Rate        Loans  and  (B) on  the  date  of  prepayment  of  Base  Rate  Loans;  (ii) any  prepayment  of        Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of        $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate 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 Loans to be prepaid.         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.   Each  such  prepayment  shall  be  applied  to  the  Loans  of  the  Lenders  in        accordance with their respective Applicable Percentages.                 (b)   [Reserved].               (c)   [Reserved].         2.06  Termination or Reduction of Commitments.  During the Availability Period, the  Borrower may, upon notice to the Administrative Agent, terminate the Commitments, or from time  to time permanently reduce the Commitments; provided that (i) any such notice shall be received  by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of  termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of                                         26   12992164v5 27112.00011  





 






   $10,000,000 or any whole multiple of $1,000,000 in excess thereof.  The Administrative Agent  will  promptly  notify  the  Lenders  of  any  such  notice  of  termination  or  reduction  of  the  Commitments.  Any reduction of the Commitments shall be applied to the Commitment of each  Lender according to its Applicable Percentage of the Commitments.  All fees accrued until the  effective date of any termination of the Commitments shall be paid on the effective date of such  termination.         2.07  Repayment  of  Loans.  Each  Loan  made  by  any  Lender  shall  mature,  and  the  principal amount thereof shall be due and payable together with accrued interest thereon, on the  Maturity Date.         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 lesser of (x) the Highest Lawful Rate and (y) the Eurodollar        Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall        bear interest on the outstanding principal amount thereof from the applicable borrowing        date at a rate per annum equal to the lesser of (x) the Highest Lawful Rate and (y) the Base        Rate plus the Applicable Rate.                     (i)   If  any  amount  of  principal  of  any  Loan  is  not  paid  when  due,              whether  at  stated  maturity,  by  acceleration  or  otherwise,  such  amount  shall              thereafter bear interest at a fluctuating interest rate per annum at all times equal to              the lesser of (x) the Default Rate and (y) the Highest Lawful Rate, to the fullest              extent permitted by Applicable Law.                     (ii)  If  any  amount  (other  than  principal  of  any  Loan)  payable  by  the              Borrower  under  any  Loan  Document  is  not  paid  when  due,  whether  at  stated              maturity,  by  acceleration  or  otherwise,  then  upon  the  request  of  the  Required              Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per              annum at all times equal to the lesser of (x) the Default Rate and (y) the Highest              Lawful Rate, to the fullest extent permitted by Applicable Law.                     (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 lesser of (x) the Default Rate and (y) the Highest Lawful Rate, to              the fullest extent permitted by Applicable Law.                     (iv)  Accrued and unpaid interest on past due amounts (including interest              on past due interest) shall be due and payable upon demand.               (b)   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.                                         27   12992164v5 27112.00011  





 






         2.09  Fees.                 (a)   [Reserved].                (b)   Ticking Fee.  The Borrower shall pay to the Administrative Agent for the        account of each Lender in accordance with its Applicable Percentage a commitment fee        (the “Ticking Fee”), equal to the Applicable Rate (calculated per day) times the actual daily        amount of the unused Commitment of such Lender during Availability Period. Accrued        Ticking Fees shall be due and payable quarterly in arrears on the last Business Day of each        March, June, September and December, as applicable, commencing with the first such date        to occur after the Effective Date, and on the date on which the Commitments terminate.               (c)   Other Fees.                     (i)   The  Borrower  shall  pay  to  BofA  Securities,  Inc.  and  the              Administrative Agent for their own respective accounts fees in the amounts and at              the times specified in the Engagement Letter.  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 Borrowings made by each Lender shall be evidenced by one or more        accounts or records maintained by such Lender and by the Administrative Agent in the        ordinary course of business.  The accounts or records maintained by the Administrative        Agent  and  each  Lender shall  be conclusive  absent  manifest  error  of the  amount  of  the        Borrowings made by the Lenders to the Borrower and the interest and payments thereon.         Any failure to so record or any error in doing so shall not, however, limit or otherwise        affect the obligation of the 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                                         28   12992164v5 27112.00011  





 






                     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)   [Reserved].        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.   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 with respect to principal and interest on Loans 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)   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 Borrowing that such Lender will not make available to the Administrative Agent       such Lender’s share of such Borrowing, the Administrative Agent may assume that such       Lender has made such share available on such date in accordance with Section 2.02 and       may, in reliance upon such assumption, make available to the Borrower a corresponding       amount.   In  such  event,  if  a  Lender  has  not  in  fact  made  its  share  of  the  applicable       Borrowing  available  to  the  Administrative  Agent,  then  the  applicable  Lender  and  the       Borrower severally agree to pay to the Administrative Agent forthwith on demand such       corresponding amount 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 Borrowing to the Administrative Agent, then the amount       so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by                                        29  12992164v5 27112.00011               





 






         the Borrower shall be without prejudice to any claim the Borrower may have against a        Lender that shall have failed to make such payment to the Administrative Agent.               (c)   Payments by the 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, that        the Borrower will not make such payment, the Administrative Agent may assume that the        Borrower has made such payment on such date in accordance herewith and may, in reliance        upon such assumption, distribute to the Lenders, the amount due.  In such event, if the        Borrower has not in fact made such payment, then each of the Lenders severally agrees to        repay to the Administrative Agent forthwith on demand the amount so distributed to such        Person,  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  amounts owing under subsections (b) and (c) shall be conclusive, absent manifest error.               (d)   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 Borrowing        set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the        Administrative Agent shall return such funds (in like funds as received from such Lender)        to such Lender, without interest.               (e)   Obligations of Lenders Several.  The obligations of the Lenders hereunder        to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint.         The  failure  of  any  Lender  to  make  any  Loan  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 no Lender shall be responsible for the        failure  of  any  other  Lender  to  so  make  its  Loan  or  to  make  its  payment  under        Section 10.04(c).               (f)   Funding Source.  Nothing herein shall be deemed to obligate any Lender to        obtain  the  funds  for  any  Loan  in  any  particular  place  or  manner  or  to  constitute  a        representation by any Lender that it has obtained or will obtain the funds for any Loan in        any particular place or manner.         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 Loans made by it, resulting in such Lender’s receiving payment of a proportion of the  aggregate amount of such Loans 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  Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit                                        30   12992164v5 27112.00011  





 






   of  all  such payments  shall  be  shared  by  the  Lenders  ratably  in  accordance with  the  aggregate  amount of principal of and accrued interest on their respective Loans and other amounts owing  them, provided that:                     (i)   if any such participations are purchased and all or any portion of the              payment giving rise thereto is recovered, such participations shall be rescinded and              the purchase price restored to the extent of such recovery, without interest; and                     (ii)  the  provisions  of  this  Section 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),  and  (y) any  payment              obtained  by  a  Lender  as  consideration  for  the  assignment  of  or  sale  of  a              participation in any of its Loans, other than an assignment to the Borrower or any              Subsidiary thereof (as to which the provisions of this Section shall apply).         The Borrower consents to the foregoing and agrees, to the extent it may effectively do so  under  Applicable  Law,  that  any  Lender  acquiring  a  participation  pursuant  to  the  foregoing  arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to  such participation as fully as if such Lender were a direct creditor of the Borrower in the amount  of such participation.         2.14  [Reserved].         2.15  Defaulting Lenders.         Notwithstanding  anything  to  the  contrary  contained  in  this  Agreement,  if  any  Lender  becomes  a  Defaulting  Lender,  then,  until  such  time  as  such  Lender  is  no  longer  a  Defaulting  Lender, to the extent permitted by Applicable Law:               (a)   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.               (b)   Reallocation of Payments.  Any payment of principal, interest, fees or other        amounts received by the Administrative Agent for the account of such Defaulting Lender        (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and        including any amounts made available to the Administrative Agent for the account of such        Defaulting Lender pursuant to Section 10.04), shall be applied at such time or times as may        be determined by the Administrative Agent as follows:  first, to the payment on a pro rata        basis  of  any  amounts  owing  by  such  Defaulting  Lender  to  the  Administrative  Agent        hereunder;  second,  as  the  Borrower  may  request  (so  long  as  no  Default  exists),  to  the        funding of any  Loan in  respect of which  such  Defaulting  Lender has  failed to fund its        portion thereof as required by this Agreement, as determined by the Administrative Agent;        third, if so determined by the Administrative Agent and the Borrower, to be held in a non-       interest  bearing  deposit  account  and  released  in  order  to  satisfy  obligations  of  such        Defaulting  Lender  to  fund  Loans  under this  Agreement;  fourth,  to  the  payment  of  any        amounts owing to the Administrative Agent and the Lenders as a result of any judgment of                                         31   12992164v5 27112.00011  





 






                     a  court  of  competent  jurisdiction  obtained  by  the  Administrative  Agent  or  any  Lender       against  such  Defaulting  Lender  as  a  result  of  such  Defaulting  Lender’s  breach  of  its       obligations under this Agreement; fifth, so long as no Default exists, to the payment of any       amounts  owing  to  the  Borrower  as  a  result  of  any  judgment  of  a  court  of  competent       jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such       Defaulting  Lender’s  breach  of  its  obligations  under  this  Agreement;  and  sixth,  to  such       Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided       that if (i) such payment is a payment of the principal amount of any Loans in respect of       which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans       were made at a time when the conditions set forth in Section 4.01 or 4.02, as applicable,       were satisfied or waived, such payment shall be applied solely to pay the Loans owed to       all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any       Loans owed to such Defaulting Lender.  Any payments, prepayments or other amounts       paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by       a Defaulting Lender pursuant to this Section 2.15(b) shall be deemed paid to and redirected       by such Defaulting Lender, and each Lender irrevocably consents hereto.              (c)   [Reserved].              (d)   [Reserved].              (e)   [Reserved].              (f)   Certain Fees.  For any  period during which such  Lender is a Defaulting       Lender, such Defaulting Lender shall not be entitled to receive any Ticking Fee pursuant       to  Section 2.09(b)  in  respect  of  any  unutilized  portion  of  the  Commitment  of  such       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 such Defaulting Lender).              (g)   Defaulting  Lender  Cure.   If  the  Borrower  and  the  Administrative  Agent       agree  in  writing  in  their  sole  discretion  that  a  Defaulting  Lender  should  no  longer  be       deemed  to  be  a Defaulting  Lender,  the  Administrative Agent  will  so  notify  the parties       hereto, whereupon as of the date specified in such notice and subject to any conditions set       forth  therein,  that  Lender will,  to  the  extent  applicable,  purchase  at  par  that  portion  of       outstanding Loans of the other Lenders or take such other actions as the Administrative       Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by       the  Lenders  in  accordance  with  their  Applicable  Percentages  (without  giving  effect  to       Section 2.15(c)), whereupon such Lender will cease to be a Defaulting Lender; provided,       that no adjustments will be made retroactively with respect to fees accrued or payments       made by or on behalf of the Borrower while such Lender was a Defaulting Lender; 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  such  Lender’s  having  been  a       Defaulting Lender.        2.16  [Reserved].                                         32  12992164v5 27112.00011               





 






                                                ARTICLE III                                                         TAXES, YIELD PROTECTION AND ILLEGALITY        3.01  Taxes.              (a)   Defined Terms.  For purposes of this Section 3.01, the term “Applicable       Law” includes FATCA.              (b)   Payments Free of Taxes.  Any and all payments by or on account of any       obligation of the Borrower under any Loan Document shall be made without deduction or       withholding for any Taxes, except as required by Applicable Law.  If any Applicable Law       (as determined in the good faith discretion of an applicable Withholding Agent) requires       the deduction or withholding of any Tax from any such payment by a Withholding Agent,       then  the  applicable  Withholding  Agent  shall  be  entitled  to  make  such  deduction  or       withholding  and  shall  timely  pay  the  full  amount  deducted  or  withheld  to  the  relevant       Governmental  Authority  in  accordance  with  Applicable  Law  and,  if  such  Tax  is  an       Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so       that, after such deduction or withholding has been made (including such deductions and       withholdings  applicable  to  additional  sums  payable  under  this  Section),  the  applicable       Recipient  receives  an  amount  equal  to  the  sum  it  would  have  received  had  no  such       deduction or withholding been made.              (c)   Payment of Other Taxes by the Borrower.  The Borrower shall timely pay       to  the  relevant  Governmental  Authority  in  accordance  with  Applicable  Law,  or  at  the       option  of  the  Administrative  Agent  timely  reimburse  it  for  the  payment  of,  any  Other       Taxes.              (d)   Indemnification  by  the  Borrower.   The  Borrower  shall  indemnify  each       Recipient,  within  ten  (10)  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) payable or paid by such Recipient or required to be       withheld  or  deducted  from  a  payment  to  such  Recipient  and  any  reasonable  expenses       arising therefrom  or with respect thereto, whether or not such  Indemnified Taxes were       correctly  or  legally  imposed  or  asserted  by  the  relevant  Governmental  Authority.   A       certificate as to the amount of such payment or liability delivered to the Borrower by a       Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its       own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.              (e)   Indemnification by the Lenders.  Each Lender shall severally indemnify the       Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified       Taxes attributable to such Lender (but only to the extent that the Borrower has not already       indemnified the Administrative Agent for such Indemnified Taxes and without limiting the       obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to       comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant       Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are       payable or paid by the Administrative Agent in connection with any Loan Document, and       any reasonable expenses arising therefrom or with respect thereto, whether or not such                                       33  12992164v5 27112.00011               





 






                     Taxes  were  correctly  or  legally  imposed  or  asserted  by  the  relevant  Governmental       Authority.  A certificate as to the amount of such payment or liability delivered to any       Lender  by  the  Administrative  Agent  shall  be  conclusive  absent  manifest  error.   Each       Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts       at any time owing to such Lender under any Loan Document or otherwise payable by the       Administrative Agent to the Lender from any other source against any amount due to the       Administrative Agent under this paragraph (e).              (f)   Evidence of Payments.  As soon as practicable after any payment of Taxes       by  the  Borrower  to  a  Governmental  Authority  pursuant  to  this  Section 3.01(f),  the       Borrower shall deliver to the Administrative Agent the original or a certified copy of a       receipt issued by such Governmental Authority evidencing such payment, a copy of the       return reporting such payment or other evidence of such payment reasonably satisfactory       to the Administrative Agent.              (g)   Status of Lenders.                    (i)   Any Lender that is entitled to an exemption from or reduction of             withholding Tax with respect to payments made under any 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             Section 3.01(g)(ii)(A),  (ii)(B)  and  (ii)(D)  below)  shall  not  be  required  if  in  the             Lender’s  reasonable  judgment  such  completion,  execution  or  submission  would             subject  such  Lender  to  any  material  unreimbursed  cost  or  expense  or  would             materially prejudice the legal or commercial position of such Lender.                    (ii)  Without limiting the generality of the foregoing, in the event that the             Borrower is a U.S. Person:                          (A)   any Lender that is a U.S. Person shall deliver to the Borrower                   and the Administrative Agent on or prior to the date on which such Lender                   becomes a Lender under this Agreement (and from time to time thereafter                   upon the reasonable request of the Borrower or the Administrative Agent),                   executed copies of IRS Form W-9 certifying that such Lender is exempt                   from United States 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                                       34  12992164v5 27112.00011               





 






                                 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                         copies  of  IRS  Form  W-8BEN  or  W-8BEN-E  establishing  an                         exemption from, or reduction of, United States 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 or W-8BEN-E establishing an exemption from,                         or reduction of, United States federal withholding Tax pursuant to                         the “business profits” or “other income” article of such tax treaty;                                (2)   executed copies of IRS Form W-8ECI;                                (3)   in the case of a Foreign Lender claiming the benefits                         of the exemption for portfolio interest under Section 881(c) of the                         Code, (x) a certificate substantially in the form of Exhibit I-1 to the                         effect that such Foreign Lender is not a “bank” within the meaning                         of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of                         the  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 copies of IRS Form W-8BEN or W-                        8BEN-E; or                                (4)   to the extent a Foreign Lender is not the beneficial                         owner, executed copies of IRS Form W-8IMY, accompanied by IRS                         Form  W-8ECI,  IRS  Form  W-8BEN  or  W-8BEN-E,  a  U.S.  Tax                         Compliance Certificate substantially in the form of Exhibit I-2 or                         Exhibit  I-3,  IRS  Form  W-9,  and/or  other  certification  documents                         from  each  beneficial  owner,  as  applicable;  provided  that  if  the                         Foreign Lender is a partnership and one or more direct or indirect                         partners of such Foreign Lender are claiming the portfolio interest                         exemption,  such  Foreign  Lender  may  provide  a  U.S.  Tax                         Compliance Certificate substantially in the form of Exhibit I-4 on                         behalf of each such direct and indirect partner;                          (C)   any Foreign Lender shall, to the extent it is legally entitled                   to do so, deliver to the 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                                       35  12992164v5 27112.00011               





 






                     form prescribed by Applicable Law as a basis for claiming exemption from                    or a reduction in United States 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  United  States  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.         Each  Lender  agrees  that  if  any  form  or  certification  it  previously  delivered  expires  or  becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly  notify the Borrower and the Administrative Agent in writing of its legal inability to do so.               (h)   Treatment of Certain Refunds.  If any party determines, in its sole discretion        exercised in good faith, that it has received a refund of any Taxes as to which it has been        indemnified pursuant to this Section 3.01 (including by the payment of additional amounts        pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to        such refund (but only to the extent of indemnity payments made under this Section with        respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including        Taxes) of such indemnified party and without interest (other than any interest paid by the        relevant Governmental Authority with respect to such refund).  Such indemnifying party,        upon  the  request  of  such  indemnified  party,  shall  repay  to  such  indemnified  party  the        amount  paid  over  pursuant  to  this  paragraph  (h)  (plus  any  penalties,  interest  or  other        charges  imposed  by  the  relevant  Governmental  Authority)  in  the  event  that  such        indemnified  party  is  required  to  repay  such  refund  to  such  Governmental  Authority.         Notwithstanding  anything  to  the  contrary  in  this  paragraph  (h),  in  no  event  will  the        indemnified party be required to pay any amount to an indemnifying party pursuant to this        paragraph (h) the payment of which would place the indemnified party in a less favorable        net after-Tax position than the indemnified party would have been in if the Tax subject to        indemnification  and  giving  rise  to  such  refund  had  not  been  deducted,  withheld  or        otherwise imposed and the indemnification payments or additional amounts with respect        to such Tax had never been paid.  This paragraph shall not be construed to require any        indemnified party to make available its Tax returns (or any other information relating to its        Taxes that it deems confidential) to the indemnifying party or any other Person.                                        36   12992164v5 27112.00011  





 






               (i)   Survival.  Each party’s obligations under this Section 3.01 shall survive the        resignation or replacement of the Administrative Agent or any assignment of rights by, or        the  replacement  of,  a  Lender,  the termination  of  the Commitments  and  the repayment,        satisfaction or discharge of all obligations under any Loan Document.         3.02  Illegality.  If any Lender determines that any Law has made it unlawful, or that any  Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending  Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates  based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions  on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London  interbank  market,  then,  on  notice  thereof  by  such  Lender  to  the  Borrower  through  the  Administrative Agent (which notice shall state in reasonable detail the reasons therefor together  with  a  statement  that  other  borrowers  with  similar  Eurodollar  Rate  Loans  are  being  treated  similarly), any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert  Base  Rate  Loans  to  Eurodollar  Rate  Loans  shall  be  suspended  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, 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, 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.   Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the  amount so prepaid or converted.         3.03  Inability to Determine Rates.                 (a)   If in connection with any request for a Eurodollar Rate Loan or a conversion        to or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits        are not being offered to banks in the London interbank market for the applicable amount        and Interest Period of such Eurodollar Rate Loan, or (B) (x) 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 and (y) the circumstances described in Section 3.03(c)(i) do not apply (in        each  case  with  respect  to  this  clause  (i),  “Impacted  Loans”),  or  (ii)  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 Eurodollar Rate Loan,        the  Administrative  Agent  will  promptly  so  notify  the  Borrower  and  each  Lender.         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 (or, in the case of a determination by the Required Lenders described        in clause (ii) of Section 3.03(a), until the Administrative Agent upon 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,                                        37   12992164v5 27112.00011  





 






         failing that, will be deemed to have converted such request into a request for a Borrowing        of Base Rate Loans in the amount specified therein.               (b)   Notwithstanding the foregoing, if the Administrative Agent has made the        determination  described  in  clause  (i)  of  Section  3.03(a),  the  Administrative  Agent,  in        consultation with the Borrower and 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  (i)  the  Administrative  Agent  revokes  the  notice        delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section        3.03(a), (ii) 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  (iii)  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.               (c)   Notwithstanding anything to the contrary in this Agreement or any other        Loan Documents, if the Administrative Agent determines (which determination shall be        conclusive  absent  manifest  error),  or  the  Borrower  or  Required  Lenders  notify  the        Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that        the Borrower or Required Lenders (as applicable) have determined, that:                     (i)   adequate and reasonable means do not exist for ascertaining LIBOR              for any requested Interest Period, including, without limitation, because the LIBOR              Screen Rate is not available or published on a current basis and such circumstances              are unlikely to be temporary; or                      (ii)  the  administrator  of  the  LIBOR  Screen  Rate  or  a  Governmental              Authority  having  jurisdiction  over  the  Administrative  Agent  has  made  a  public              statement identifying a specific date after which LIBOR or the LIBOR Screen Rate              shall no longer be made available, or used for determining the interest rate of loans,              provided that, at the time of such statement, there is no successor administrator that              is satisfactory to the Administrative Agent, that will continue to provide LIBOR              after such specific date (such specific date, the “Scheduled Unavailability Date”);              or                     (iii) syndicated loans currently being executed, or that include language              similar to that contained in this Section 3.03, are being executed or amended (as              applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,         then, reasonably promptly after such determination by the Administrative Agent or receipt  by  the  Administrative  Agent  of  such  notice,  as  applicable,  the  Administrative  Agent  and  the  Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance  with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark                                        38   12992164v5 27112.00011  





 






   rate giving due consideration to any evolving or then existing convention for similar U.S. dollar  denominated  syndicated  credit  facilities  for  such  alternative  benchmarks  and,  in  each  case,  including any mathematical or other adjustments to such benchmark giving due consideration to  any evolving or then existing convention for similar U.S. dollar denominated syndicated credit  facilities for such benchmarks, which adjustment or method for calculating such adjustment shall  be published on an information service as selected by the Administrative Agent from time to time  in  its  reasonable  discretion  and  may  be  periodically  updated  (the  “Adjustment;”  and  any  such  proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at  5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed  amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the  Required Lenders have delivered to the Administrative Agent written notice that such Required  Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x),  object  to  the  Adjustment;  or  (B)  in  the  case  of  an  amendment  to  replace  LIBOR  with  a  rate  described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the  case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate  contained in any such amendment.   Such LIBOR Successor Rate shall be applied in a manner  consistent  with  market  practice;  provided  that  to  the  extent  such  market  practice  is  not  administratively  feasible  for  the  Administrative  Agent,  such  LIBOR  Successor  Rate  shall  be  applied in a manner as otherwise reasonably determined by the Administrative Agent.         If no LIBOR Successor Rate has been determined and the circumstances under clause (i)  above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative  Agent will promptly so notify the Borrower and each Lender.  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) the Eurodollar Rate component shall  no longer be utilized in determining the Base Rate.  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 Borrowing of Base Rate Loans  (subject to the foregoing clause (y)) in the amount specified therein.         Notwithstanding  anything  else  herein,  any  definition  of  LIBOR  Successor  Rate  shall  provide that in no event shall such LIBOR Successor Rate be less than 1.0% for purposes of this  Agreement.         In connection with the implementation of a LIBOR Successor Rate, the Administrative  Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time  and,  notwithstanding  anything  to  the  contrary  herein  or  in  any  other  Loan  Document,  any  amendments  implementing  such  LIBOR  Successor  Rate  Conforming  Changes  will  become  effective without any further action or consent of any other party to this Agreement; provided that,  with  respect  to  any  such  amendment  effected,  the  Administrative  Agent  shall  post  each  such  amendment  implementing  such  LIBOR  Successor  Rate  Conforming  Changes  to  the  Lenders  reasonably promptly after such amendment becomes effective.                                          39   12992164v5 27112.00011  





 






                     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 advances, loans or other credit extended or             participated  in  by,  any  Lender  (except  any  reserve  requirement  reflected  in  the             Eurodollar Rate);                    (ii)  subject  any  Recipient  to  any  Taxes  (other  than  (A)  Indemnified             Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded             Taxes and (C) Connection  Income Taxes) on its loans, loan principal, letters of             credit, commitments, or other obligations, or its deposits, reserves, other liabilities             or capital attributable thereto; or                    (iii) impose on any Lender or the London interbank market any other             condition,  cost  or  expense  (other  than  Taxes)  affecting  this  Agreement  or             Eurodollar Rate Loans made by such Lender;        and the result of any of the foregoing shall be to increase the cost to such Lender or such       other  Recipient  of  making,  converting  to,  continuing  or  maintaining  any  Loan  (or  of       maintaining its obligation to make any such Loan), or to reduce the amount of any sum       received  or  receivable  by  such  Lender  or  such  other  Recipient  hereunder  (whether  of       principal, interest or any other amount) then, upon written request of such Lender or other       Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the       case may be, such additional amount or amounts as will compensate such Lender or other       Recipient, as the case may be, for such additional costs incurred or reduction suffered.              (b)   Capital Requirements.  If any Lender determines that any Change in Law       affecting such  Lender or any  Lending Office of  such  Lender or such  Lender’s holding       company, if any, regarding capital or liquidity requirements, has or would have the effect       of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s       holding company, if any, as a consequence of this Agreement, the Commitments of such       Lender or the Loans made by such Lender to a level below that which such Lender or such       Lender’s holding company could have achieved but for such Change in Law (taking into       consideration such Lender’s policies and the policies of such Lender’s holding company       with respect  to  capital adequacy), then from time to time upon written request of such       Lender,  the  Borrower  shall  promptly  pay  to  such  Lender  such  additional  amount  or       amounts as will compensate such Lender or such Lender’s holding company for any such       reduction suffered.                (c)   Certificates for Reimbursement.  A certificate of a Lender setting forth the       amount or amounts necessary to compensate such Lender or its holding company, as the       case  may  be,  as  specified  in  subsection (a)  or  (b)  of  this  Section and  delivered  to  the       Borrower shall (i) include a written explanation of such additional cost or reduction and a       statement that such costs affect other borrowers of such Lender who are similarly situated                                        40  12992164v5 27112.00011               





 






         and  (ii) be  conclusive  absent  manifest  error.   The  Borrower  shall  pay  such  Lender  the        amount shown as due on any such certificate within ten (10) days after receipt thereof.               (d)   Delay in Requests.  Failure or delay on the part of any Lender to demand        compensation pursuant to the foregoing provisions of this Section shall not constitute a        waiver of such Lender’s right to demand such compensation, provided that the Borrower        shall not be required to compensate a Lender pursuant to the foregoing provisions of this        Section for any increased costs incurred or reductions suffered more than nine months prior        to the date that such Lender, as the case may be, notifies the Borrower of the Change in        Law giving rise to such increased costs or reductions and of such Lender’s intention to        claim  compensation  therefor  (except  that,  if  the  Change  in  Law  giving  rise  to  such        increased costs or reductions is retroactive, then the nine-month 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 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.                                          41   12992164v5 27112.00011  





 






   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 the Borrower is required to pay any additional amount        to any Lender or any Governmental Authority for the account of any Lender pursuant to        Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender        shall use reasonable efforts to designate a different Lending Office for funding or booking        its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,        branches or affiliates, if, in the judgment of such Lender, such designation or assignment        (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case        may  be,  in  the  future,  or eliminate  the  need  for  the notice pursuant  to  Section 3.02,  as        applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost        or expense and would not otherwise be disadvantageous to such Lender.  The Borrower        hereby  agrees  to  pay  all  reasonable  costs  and  expenses  incurred  by  any  Lender  in        connection with any such designation or assignment.               (b)   Replacement of Lenders.  If (i) any Lender requests compensation under        Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender or        any Governmental Authority for the account of any Lender pursuant to Section 3.01, or        (iii) any Lender that was an NAIC Approved Bank on the date it became a party to this        Agreement ceases to be an NAIC Approved Bank, the Borrower may replace such Lender        in  accordance  with  Section 10.13,  in  any  case  upon  notice  to  such  Lender  and  the        Administrative Agent.         3.07  Survival.  All of the  Borrower’s  obligations under this Article  III  shall  survive  termination of the aggregate Commitments and repayment of all other Obligations hereunder.                                    ARTICLE IV                                                            CONDITIONS PRECEDENT TO BORROWINGS         4.01  Conditions of Effective Date.  This Agreement shall become effective on the date  that each of the following conditions precedent shall have been satisfied (or waived in accordance  with Section 10.01):               (a)   The Administrative Agent’s receipt of the following, each of which shall be        originals, telecopies, facsimile, “.pdf” or other electronically transmitted copies (followed        promptly by originals) unless otherwise specified, each properly executed by a Responsible        Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of        governmental  officials,  a  recent  date  before  the  Effective  Date)  and  each  in  form  and        substance satisfactory to the Administrative Agent and each of the Lenders:                                         42   12992164v5 27112.00011  





 






                                 (i)   executed  counterparts  of  this  Agreement,  in  such  number  as  the             Administrative Agent shall request;                     (ii)  [reserved];                    (iii) a Note executed by the Borrower in favor of each Lender requesting             a Note;                    (iv)  such  certificates  of  resolutions  or  other  action,  incumbency             certificates and/or other certificates of Responsible Officers of the Borrower 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;                    (v)   such documents and certifications as the Administrative Agent may             reasonably require to evidence that the Borrower is duly organized or formed, and             that the Borrower is validly existing, in good standing and qualified to engage in             business in such jurisdictions as the Administrative Agent may reasonably request;                    (vi)  (A) a favorable opinion of McAfee & Taft, outside counsel to the             Borrower,  and  (B)  a  favorable  opinion  of  R.  Brian  Mitchell,  executive  vice             president  and  general  counsel  of  the  Borrower,  each  addressed  to  the             Administrative Agent and each Lender, as to such matters concerning the Borrower             and the Loan Documents as the Administrative Agent or the Required Lenders may             reasonably request;                    (vii) a certificate of a Responsible Officer or Secretary of the Borrower             either  (A) attaching  copies  of  all  consents,  licenses  and  regulatory  or  other             approvals required in connection with the execution, delivery and performance by             the Borrower and the validity against the Borrower of the Loan Documents, and             such consents, licenses and approvals shall be in full force and effect, or (B) stating             that no such consents, licenses or approvals are so required;                    (viii) a  certificate  signed  by  a  Responsible  Officer  of  the  Borrower             certifying  (A) that  the  conditions  specified  in  Section  4.01(e)  and  (f)  and             Sections 4.02(a) and (c) have been satisfied, (B) that there has been no event or             circumstance since the date of the Audited Financial Statements that has had or             could  be  reasonably  expected  to  have,  either  individually  or  in  the aggregate,  a             Material Adverse Effect, and (C) the current Debt Ratings;                    (ix)  [reserved];                     (x)   a duly completed Compliance Certificate as of the fiscal year ended             on December 31, 2019, signed by a Responsible Officer of the Borrower;                     (xi)  [reserved]; and                    (xii) such other assurances, certificates, documents, consents or opinions             as the Administrative Agent or the Required Lenders reasonably may require.                                       43  12992164v5 27112.00011               





 






               (b)   Any fees required to be paid on or before the Effective Date shall have been        paid.               (c)   Unless waived by the Administrative Agent, the Borrower shall have paid        all fees, charges and disbursements of counsel to the Administrative Agent to the extent        invoiced prior to or on the Effective Date.               (d)   [reserved].               (e)   There shall not have occurred a material adverse change (i) in the business,        assets,  properties,  liabilities  (actual  or  contingent),  operations,  conditions  (financial  or        otherwise) or prospects of either the Borrower, or the Borrower and its Subsidiaries, taken        as a whole, since December 31, 2019 or (ii) in the facts and information regarding such        entities as represented by the Borrower or any of its Subsidiaries, or any representatives of        any of them, to date.               (f)   The absence of any action, suit, investigation or proceeding pending or, to        the knowledge of the Borrower or any of its Subsidiaries, threatened, in any court or before        any  arbitrator  or  governmental  authority  that  could  reasonably  be  expected  to  have  a        Material Adverse Effect.               (g)   [reserved].               (h)   (i) Upon the reasonable request of any Lender made at least 5 days prior to        the Effective Date, the Borrower shall have provided to such Lender, and such Lender shall        be  reasonably  satisfied  with,  the  documentation  and  other  information  so  requested  in        connection with applicable “know your customer” and anti-money-laundering rules and        regulations, including, without limitation, the PATRIOT Act, in each case at least 3 days        prior to the Effective Date and (ii) at least 5 days prior to the Effective Date, if the Borrower        qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall        have delivered, to each Lender that so requests, a Beneficial Ownership Certification.         Without  limiting  the  generality  of  the  provisions  of  Section 9.04,  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 Effective Date specifying its objection thereto.         4.02  Conditions  to  all  Borrowings.  The  obligation  of  each  Lender  to  honor  any  Request for Borrowing (other than a Loan Notice requesting only a conversion of Loans to the  other  Type or a  continuation  of  Eurodollar Rate  Loans)  is  subject  to  the  following  conditions  precedent:               (a)   The Effective Date shall have occurred.               (b)   The representations and warranties contained in Article V or any other Loan        Document, shall be true and correct on and as of the date of such Borrowing, except to the        extent that such representations and warranties specifically refer to an earlier date, in which                                        44   12992164v5 27112.00011  





 






         case they shall be true and correct as of such earlier date, and except that for purposes of        this Section 4.02, the representations and warranties contained in subsections (a), (b) and        (c)  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.               (c)   No Default shall exist, or would result from such proposed Borrowing or        from the application of the proceeds thereof.               (d)   The Administrative Agent shall have received a Request for Borrowing in        accordance with the requirements hereof.               (e)   [reserved].         Each Request for Borrowing (other than a Loan Notice requesting only a conversion of  Loans to the other Type) submitted by the Borrower shall be deemed to be a representation and  warranty that the conditions specified in Sections 4.02(a) and (c) have been satisfied on and as of  the date of the applicable Borrowing.                                    ARTICLE V                                                              REPRESENTATIONS AND WARRANTIES         The Borrower represents and warrants to the Administrative Agent and the Lenders that:         5.01  Existence,  Qualification  and  Power;  Compliance  with  Laws.  Each  of  the  Borrower and each of the Significant Subsidiaries (a) is duly organized or formed, validly existing  and,  as  applicable,  in  good  standing  under the  Laws  of  the  jurisdiction  of  its  incorporation  or  organization,  (b) has  all  requisite  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,  (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, and (d) is in compliance with all Laws; except in each case  referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be  expected to have a Material Adverse Effect. The Borrower is not an Affected Financial Institution.         5.02  Authorization; No Contravention.  The execution, delivery and performance by  the Borrower of each Loan Document, has been duly authorized by all necessary corporate or other  organizational action, and do not and will not (a) contravene the terms of any of such Person’s  Organization  Documents;  (b) conflict  with  or  result  in  any  breach  or  contravention  of,  or  the  creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation  to which such Person is a party or affecting such Person or the properties of such Person or any of  its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any  arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.   The Borrower is in compliance with all Contractual Obligations referred to in clause (b)(i), except  to the extent that failure to do so could not reasonably be expected to have a Material Adverse  Effect.                                         45   12992164v5 27112.00011  





 






         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 of this Agreement or any other Loan  Document.         5.04  Binding Effect.  This Agreement has been, and each other Loan Document, when  delivered  hereunder,  will  have  been,  duly  executed  and  delivered  by  the  Borrower.   This  Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal,  valid and binding obligation of the Borrower, enforceable against the Borrower that is party thereto  in accordance with its terms.         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        Indebtedness.               (b)   [Reserved].                 (c)   Schedule 5.05 sets forth all material indebtedness and other liabilities, direct        or contingent, of the Borrower and its consolidated Subsidiaries not disclosed on the most        recent financial statements referred to in clause (a) of this Section 5.05, including liabilities        for taxes, material commitments and Indebtedness.               (d)   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 could reasonably        be expected to have a Material Adverse Effect.         5.06  Litigation.  Except  as  set  forth  on  Schedule  5.06,  there  are  no  actions,  suits,  proceedings,  claims  or  disputes  pending  or,  to  the  knowledge  of  the  Borrower,  threatened  or  contemplated, 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 or revenues that (a) purport  to affect or pertain to this Agreement or any other  Loan Document, or any of the transactions  contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could  reasonably be expected to have a Material Adverse Effect.          5.07  No Default.  Neither the Borrower nor any Subsidiary is in default under or with  respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably  be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or  would result from the consummation of the transactions contemplated by this Agreement or any  other Loan Document.                                         46   12992164v5 27112.00011  





 






         5.08  Ownership of Property; Liens.  Each of the Borrower and each Subsidiary has  good record and marketable title in fee simple to, or valid leasehold interests in, all real property  necessary or used in the ordinary conduct of its business, except for such defects in title as could  not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.   The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted  by Section 7.01.         5.09  Environmental Compliance.  The Borrower and its Subsidiaries are in compliance  with  all  Environmental  Laws,  except  where  the  failure  to  be  in  such  compliance  could  not,  individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  There  are no claims alleging potential liability or responsibility for violation of any Environmental Law  on the respective businesses, operations and properties of the Borrower and its Subsidiaries which  could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.         5.10  Insurance.  The properties of the Borrower and its Subsidiaries are insured with  financially  sound  and  reputable  insurance  companies  not  Affiliates  of  the  Borrower,  in  such  amounts, with such deductibles and covering such risks as are customarily carried by companies  engaged in similar businesses and owning similar properties in localities where the Borrower or  the  applicable  Subsidiary  operates,  including  self-insurance  for  certain  portions  of  workers  compensation to the extent customary.         5.11  Taxes.  The Borrower and its Subsidiaries have filed all Federal, state and other  material tax returns and reports required to be filed, and have paid all Federal, state and other  material taxes, assessments, fees and other governmental charges levied or imposed upon them or  their  properties,  income  or  assets  otherwise  due  and  payable,  except  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.  There is no proposed tax assessment  against  the  Borrower  or  any  Subsidiary  that  would,  if  made,  have  a  Material  Adverse  Effect.   Neither the Borrower nor any Subsidiary thereof is party to any tax sharing agreement with any  Person other than another the Borrower or a Subsidiary thereof.         5.12  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 Plan that is intended        to qualify under Section 401(a) of the Code has received a favorable determination letter        or opinion letter from the IRS or an application for such a letter is currently being processed        by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has        occurred which would prevent, or cause the loss of, such qualification.  The Borrower and        each  ERISA  Affiliate  have  made  all  required  contributions  to  each  Plan  subject  to        Section 412 of the Code, and no application for a funding waiver or an extension of any        amortization period pursuant to Section 412, 430 or 431 of the Code has been made with        respect to any Plan.               (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 could be reasonably be expected to have a Material Adverse Effect.  There has        been no prohibited transaction or violation of the fiduciary responsibility rules with respect                                        47   12992164v5 27112.00011  





 






         to any Plan that has resulted or could reasonably be expected to result in a Material Adverse        Effect.               (c)   (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no        Borrower or any ERISA Affiliate has failed to meet the applicable requirements under the        Pension Funding Rules with respect to each Pension Plan, and no waiver of the minimum        funding  standards  under  the  Pension  Funding  Rules  has  been  applied  for  or  obtained;        (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to        incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than        premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower        nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no        event has occurred which, with the giving of notice under Section 4219 of ERISA, would        result  in  such  liability)  under  Sections 4201  or  4243  of  ERISA  with  respect  to  a        Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in        a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.         5.13  Subsidiaries; Equity Interests.  As of the Effective Date, the Borrower has no  Subsidiaries  other than  those  specifically  disclosed  in  Part (a)  of  Schedule 5.13,  and  all  of the  outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non- assessable and are owned directly or indirectly by the Borrower in the amounts specified on Part (a)  of Schedule 5.13 free and clear of all Liens.  As of the Effective Date, the Borrower has no equity  investments in any other corporation or entity in excess of 5% of the Equity  Interests of such  corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13.  All of  the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and  non-assessable.           5.14  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.  Following the application of the proceeds of each        Borrowing, not more than 25% of the value of the assets (either of the Borrower only or of        the  Borrower  and  its  Subsidiaries  on  a  consolidated  basis)  subject  to  the  provisions  of        Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or        instrument between the Borrower and any Lender or any Affiliate of any Lender relating        to Indebtedness and within the scope of Section 8.01(e) will be margin stock.               (b)   None  of  the  Borrower,  any  Person  Controlling  the  Borrower,  or  any        Subsidiary  is  or  is  required  to  be  registered  as  an  “investment  company”  under  the        Investment Company Act of 1940.         5.15  Disclosure.  The  Borrower  has  disclosed  to  the  Administrative  Agent  and  the  Lenders all agreements, instruments and corporate or other restrictions to which it or any of its  Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate,  could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement,  certificate or other information furnished (whether in writing or orally)  by or on behalf of the  Borrower  to  the  Administrative  Agent  or  any  Lender  in  connection  with  the  transactions                                        48   12992164v5 27112.00011  





 






   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) 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, with respect to projected financial information, the Borrower represents  only that such information was prepared in  good faith based upon assumptions believed to be  reasonable at the time. As of the Effective Date, all of the information included in the Beneficial  Ownership Certification, if applicable, is true and correct in all respects.         5.16  Compliance  with  Laws.  Each  of  the  Borrower  and  each  Subsidiary  is  in  compliance in all material respects with the requirements of all Applicable 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, could not reasonably be expected to have a Material Adverse  Effect.         5.17  Intellectual Property; Licenses, Etc.  The Borrower and its Subsidiaries own, or  possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents,  patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”)  that are reasonably necessary for the operation of their respective businesses, without conflict with  the  rights  of  any  other  Person.   To  the  best  knowledge  of  the  Borrower,  no  slogan  or  other  advertising device, product, process, method, substance, part or other material now employed, or  now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights  held by any other Person.  No claim or litigation regarding any of the foregoing is pending or, to  the best knowledge of the Borrower, threatened, which, either individually or in the aggregate,  could reasonably be expected to have a Material Adverse Effect.         5.18  Solvent.  The  Borrower  is,  and  the  Borrower  and  its  Subsidiaries  are  on  a  consolidated basis, Solvent.         5.19  Insurance  Licenses.  As  of  the  Effective  Date,  Schedule 5.19  lists  all  of  the  jurisdictions in which any Significant Insurance Subsidiary holds active Licenses and is authorized  to transact insurance business.  No License of any Significant Subsidiary in any jurisdiction is the  subject  of  a  proceeding  for  suspension  or  revocation,  there  is  no  sustainable  basis  for  such  suspension or revocation, and to the Borrower’s best knowledge, no such suspension or revocation  has been threatened by any Governmental Authority.  Schedule 5.19 also indicates the type or  types of insurance in which each such Insurance Subsidiary is permitted to engage with respect to  each License therein listed as of the Effective Date.  As of the Effective Date, none of the Insurance  Subsidiaries transacts any insurance business, directly or indirectly, in any state other than those  enumerated in Schedule 5.19.          5.20  [Reserved].         5.21  [Reserved].         5.22  [Reserved].                                         49   12992164v5 27112.00011  





 






         5.23  OFAC; Anti-Corruptions Laws.               (a)   Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of        the  Borrower  and  its  Subsidiaries,  any  director,  officer,  employee,  agent,  affiliate  or        representative thereof, is an individual or entity that is, or is owned or controlled by one or        more individuals or entities that are (a) currently the subject or target of any Sanctions, (b)        included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List        of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions        authority or (c) located, organized or resident in a Designated Jurisdiction.  The Borrower        and its Subsidiaries have conducted their businesses in compliance in all material respects        with all applicable Sanctions and have instituted and maintained policies and procedures        designed to promote and achieve compliance with such Sanctions.               (b)   The  Borrower  and  its  Subsidiaries  have  conducted  their  businesses  in        compliance in all material respects with the United States Foreign Corrupt Practices Act of        1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other        jurisdictions  and  have  instituted  and  maintained  policies  and  procedures  designed  to        promote and achieve compliance with such laws.         5.24  Covered Entities.  The Borrower is not a Covered Entity.                                    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, 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 ninety (90) days after the end        of each fiscal year of the Borrower, 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, 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, such consolidated statements to be 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; and               (b)   as soon as available, but in any event within forty-five (45) days after the        end  of  each  of  the  first  three  fiscal  quarters  of  each  fiscal  year  of  the  Borrower,  a        consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal        quarter,  and the related  consolidated statements  of income  or  operations,  shareholders’                                         50   12992164v5 27112.00011  





 






         equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal        year  then  ended,  setting  forth  in  each  case  in  comparative  form  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, such consolidated statements to be certified        by  a  Responsible  Officer  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.         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 clauses (a) and (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 (b), a duly completed Compliance Certificate signed by a Responsible        Officer of the Borrower;               (b)   promptly  after  any  request  by  the  Administrative  Agent  or  any  Lender,        copies  of  any  detailed  audit  reports,  substantive  management  letters  or  substantive        recommendations submitted to the board of directors (or the audit committee of the board        of directors) of the Borrower by independent accountants in connection with the accounts        or books of the Borrower or any Subsidiary, or any audit of any of them;               (c)   promptly after the same are publicly available, copies of each annual report,        proxy or financial statement or other report or communication sent to the stockholders 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, and not otherwise required to        be delivered to the Administrative Agent pursuant hereto;               (d)   promptly  after  the  furnishing  thereof,  copies  of  any  statement  or  report        furnished  to  any  holder  of  debt  securities  of  the  Borrower  or  any  Subsidiary  thereof        pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise        required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this        Section 6.02;               (e)   promptly,  and  in  any  event  within  five  (5)  Business  Days  after  receipt        thereof  by  the  Borrower  or  any  Subsidiary  thereof,  copies  of  each  notice  or  other        correspondence received from the SEC (or any other Governmental Authority) concerning        any material investigation by such agency regarding financial or other operational results        of the Borrower or any Subsidiary thereof;               (f)   within  (i) ninety  (90)  days  after  the  close  of  each  fiscal  year  of  each        Significant Insurance Subsidiary, copies of the Annual Statement of each of the Significant                                         51   12992164v5 27112.00011  





 






         Insurance  Subsidiaries,  as  certified  by  the  president,  secretary  and  treasurer  of  and  the        actuary for each such Significant Insurance Subsidiary and prepared on the NAIC annual        statement  blanks  (or  such  other  form  as  shall  be  required  by  the  jurisdiction  of        incorporation  of  each  such  Significant  Insurance  Subsidiary),  all  such  statements  to  be        prepared  in  accordance  with  SAP  consistently  applied  throughout  the  periods  reflected        therein and (ii)  one hundred eighty (180) days after the close of each fiscal year of each        Significant Insurance Subsidiary, copies of the certification by independent certified public        accountants  reasonably  acceptable  to  the  Administrative  Agent  if  so  required  by  any        Governmental Authority with respect to such Annual Statements;               (g)   within  sixty  (60)  days  after  the  close  of  each  fiscal  quarter  of  each        Significant  Insurance  Subsidiary,  copies  of  the  Quarterly  Statement  of  each  of  the        Significant Insurance Subsidiaries, as certified by the president, secretary and treasurer of        and the actuary for each such Significant Insurance Subsidiary and prepared on the NAIC        quarterly statement blanks (or such other form as shall be required by the jurisdiction of        incorporation of each such Insurance Subsidiary), all such statements to be prepared in        accordance with SAP consistently applied throughout the periods reflected therein;               (h)   promptly  upon  the  Borrower’s  receipt  thereof,  copies  of  reports  or        valuations prepared by any Governmental Authority or actuary in respect of any action or        event which has resulted in the reduction by 5% or more in the capital and surplus of any        Insurance Subsidiary;               (i)   promptly  and  in  any  event  within  ten  (10)  days  after  learning  thereof,        notification of any decrease after the date hereof in the rating given by A.M. Best & Co. in        respect of any Insurance Subsidiary;                (j)   [reserved];                (k)   [reserved];               (l)   promptly  following  any  request  therefor,  provide  information  and        documentation  reasonably  requested  by  the  Administrative  Agent  or  any  Lender  for        purposes of compliance with applicable “know your customer” and anti-money-laundering        rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial        Ownership Regulation; and               (m)   promptly, 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  may  from  time  to  time        reasonably request.         Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c)  (to the extent any such documents are included in materials otherwise filed with the SEC) may be  delivered electronically and if so delivered, shall be deemed to have been delivered on the date  (i) on which the 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;  or  (ii) on  which  such  documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which                                         52   12992164v5 27112.00011  





 






   each Lender and the Administrative Agent have access (whether a commercial, third-party website  or whether sponsored by the Administrative Agent); provided that:  (i) the Borrower shall deliver  paper  copies  of  such  documents  to  the  Administrative  Agent  or  any  Lender  that  requests  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 electronic mail) of the posting of any such documents  and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)  of such documents.  The Administrative Agent shall have no obligation to request the delivery or  to maintain 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.         The  Borrower  hereby  acknowledges  that  (a) the  Administrative  Agent  and/or  the  Joint  Arrangers  will  make  available  to  the  Lenders  materials  and/or  information  provided  by  or  on  behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower  Materials  on  IntraLinks,  Syndtrak,  ClearPar,  or  a  substantially  similar  electronic  transmission  system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders  that do not wish to receive material non-public information with respect to the Borrower or its  securities) (each, a “Public Lender”).  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 Joint Arrangers and the Lenders to treat  such Borrower Materials as not containing any material non-public information (although it may  be sensitive and proprietary) 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  Investor;”  and  (z) the  Administrative  Agent  and  the  Joint  Arrangers 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 Investor.”         6.03  Notices.  Promptly notify the Administrative Agent and each Lender:               (a)   of the occurrence of any Default;               (b)   of any matter, including (i) breach or non-performance of, or any default        under,  a  Contractual  Obligation  of  the  Borrower  or  any  Subsidiary,  (ii) any  dispute,        litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary        and any Governmental Authority, including any notice from any Governmental Authority        of the expiration without renewal, revocation or suspension of, or the institution of any        proceedings to revoke or suspend, any  License now or hereafter held by any Insurance        Subsidiary  which  is  required  to  conduct  insurance  business  in  compliance  with  all        Applicable  Laws,  (iii) any  judicial  or  administrative  order  limiting  or  controlling  the        insurance business of any Insurance Subsidiary (and not the insurance industry generally),        (iv) any  notice  from  any  Governmental  Authority  of  the  institution  of  any  disciplinary        proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order,                                        53   12992164v5 27112.00011  





 






         the  taking  of  any  action  or  any  request  for  an  extraordinary  audit  for  cause  by  any        Governmental Authority or (v) 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, that, individually or collectively, has        resulted or could reasonably be expected to result in a Material Adverse Effect;               (c)   of the occurrence of any ERISA Event;               (d)   of any material change in accounting policies and practices by the Borrower        or any Subsidiary; and               (e)   of any announcement by Moody’s or S&P of any change or possible change        in a Debt Rating;         Each notice pursuant to this Section (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  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; (b) all lawful  claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness,  as  and  when  due  and  payable,  but  subject  to  any  subordination  provisions  contained  in  any  instrument or agreement evidencing such Indebtedness.         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 7.04 or 7.05; (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 could 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 could reasonably be expected to have a  Material Adverse Effect.         6.06  Maintenance of Properties.  (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; (b) make all necessary repairs thereto and renewals  and replacements thereof except where the failure to do so could not reasonably be expected to  have a Material Adverse Effect;  and (c) use the  standard of care typical  in the industry in the  operation and maintenance of its facilities.         6.07  Maintenance  of  Insurance.  Maintain  with  financially  sound  and  reputable  insurance companies not Affiliates of the Borrower, insurance with respect to its Property and  business against loss or damage of the kinds customarily insured against by Persons engaged in                                         54   12992164v5 27112.00011  





 






   the same or similar business, of such types and in such amounts as are customarily carried under  similar circumstances by such other Persons.         6.08  Compliance with Laws.  Comply in all material respects with the requirements of  all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business  or  property,  except  in  such  instances  in  which  (a) such  requirement  of  Law  or  order,  writ,  injunction  or  decree  is  being  contested  in  good  faith  by  appropriate  proceedings  diligently  conducted;  or  (b) the  failure  to  comply  therewith  could  not  reasonably  be  expected  to  have  a  Material Adverse Effect.         6.09  Books and Records.  (a) Maintain proper books of record and account, in which  full, true and correct entries in conformity with GAAP or SAP, as the case may be, consistently  applied shall be made of all financial transactions and matters involving the assets and business of  the Borrower or such Subsidiary, as the case may be; 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.  Permit  representatives  and  independent  contractors  of  the  Administrative Agent and each Lender to visit and inspect any of its properties, to examine its  corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to  discuss  its  affairs,  finances  and  accounts  with  its  directors,  officers,  and  independent  public  accountants, all at such reasonable times during normal business hours and as often as may be  reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when  an Event  of Default exists the Administrative Agent or any  Lender (or any of their respective  representatives or independent contractors) 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 the Loans for general corporate purposes not  in contravention of any Law or of any Loan Document.         6.12  Further Assurances.  At any time or from time to time upon reasonable request  by the Administrative Agent, the Borrower shall or shall cause any of the Borrower’s Subsidiaries  to  execute  and  deliver  such  further  documents  and  do  such  other  acts  and  things  as  the  Administrative  Agent  may  reasonably  request  in  order  to  effect  fully  the  purposes  of  this  Agreement  and  the  other  Loan  Documents  and  to  provide  for  payment  of  the  Obligations  in  accordance with the terms of this Agreement and the other Loan Documents.             6.13  [Reserved].           6.14  Conduct of Insurance Business.  Cause each Significant Insurance Subsidiary to  (a) carry on or otherwise be associated with the business of a licensed insurance carrier and (b) do  all things necessary to renew, extend and continue in effect all Licenses which may at any time  and  from  time  to  time  be  necessary  for  such  Significant  Insurance  Subsidiary  to  operate  its  insurance  business  in  compliance  with  all  Applicable  Laws;  provided,  however,  that  any  such  Significant Insurance Subsidiary may withdraw from one or more states as an admitted insurer or  change the state of its domicile, if such withdrawal or change is in the best interests of the Borrower  and such Significant Insurance Subsidiary and could not reasonably be expected to have a Material  Adverse Effect.                                          55   12992164v5 27112.00011  





 






         6.15  Anti-Corruption Laws; Sanctions. Conduct its businesses in compliance in all  material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery  Act  2010,  and  other  applicable  anti-corruption  legislation  in  other  jurisdictions  and  with  all  applicable  Sanctions,  and  maintain  policies  and  procedures  designed  to  promote  and  achieve  compliance with such laws and Sanctions.                                   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:         7.01  Liens.  The Borrower shall not, nor shall it permit any Subsidiary to, directly or  indirectly, create, incur,  assume or suffer to exist any  Lien upon any of its property, assets or  revenues, whether now owned or hereafter acquired, other than (a) Liens pursuant to any Loan  Document,  (b)  Liens  pursuant  to  the  Existing  Credit  Agreement  and  (c) other  Liens  securing  Indebtedness not to exceed $100,000,000 in aggregate principal amount.         7.02  Acquisitions.  The Borrower shall not, nor shall it permit any Subsidiary to, make  any Acquisitions, except Permitted Acquisitions.         7.03  [Reserved].         7.04  Fundamental Changes.  The Borrower shall not, nor shall it permit any Subsidiary  to, merge, dissolve, liquidate, or 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 Wholly-       Owned Subsidiaries; and               (b)   The Borrower or any Subsidiary may merge or consolidate with or into any        other Person, provided that the Borrower or such Subsidiary shall be the continuing or the        surviving Person.         7.05  Dispositions.  The Borrower shall not, nor shall it permit any Subsidiary to, make  any  Disposition  or  series  of  related  Dispositions  or  enter  into  any  agreement  to  make  any  Disposition(s) of all or a Substantial Portion of its Property (excluding Investments sold in the  ordinary course of business) in any calendar year, and shall not make any Disposition for less than  fair market value.         7.06  Sale and Leaseback.  The Borrower shall not, nor shall it permit any Subsidiary  to, sell or transfer a Substantial Portion of its Property in order to concurrently or subsequently  lease as lessee such or similar Property.         7.07  Change in Nature of Business.  The Borrower shall not, and shall not permit any  Subsidiary to, engage in any material line of business substantially different from those lines of                                         56   12992164v5 27112.00011  





 






   business conducted by the Borrower and its Subsidiaries on the Effective Date or any business  substantially related or incidental thereto.          7.08  Transactions with Affiliates.  The Borrower shall not, and shall not permit any  Subsidiary to, enter into any transaction of any kind (including, without limitation, the purchase  or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other  than  the  Borrower  or  a  Wholly-Owned  Subsidiary  of  the  Borrower),  except  (a) any  such  transactions, payments or transfer with or to such Affiliates as are made in the ordinary course of  business, and upon fair and reasonable terms no less 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) any  such  other  transactions,  payments or transfers with or to such Affiliates as could not reasonably be expected to have a  Material Adverse Effect.         7.09  [Reserved].         7.10  Use  of  Proceeds.  Use  the  proceeds  of  any  Borrowing,  whether  directly  or  indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock  (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of  purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.         7.11  Financial Covenants.               (a)   Consolidated  Net  Worth.   The  Borrower  will  maintain  at  all  times        Consolidated Net Worth equal to not less than the sum of (i) $3,999,029,000.25, plus (ii)        25% of the Borrower’s Consolidated Net Income, if positive, for each fiscal quarter ending        after December 31, 2019, plus (iii) 75% of the Net Proceeds received by the Borrower and        its  Subsidiaries  from  the  issuance  and  sale  of  Equity  Interests  of  the  Borrower  or  any        Subsidiary  (other  than  the  issuance  to  the  Borrower  or  a  Wholly-Owned  Subsidiary),        including any conversion of debt securities of the Borrower or any Subsidiary into Equity        Interests after December 31, 2019.               (b)   Ratio  of Consolidated  Indebtedness  to  Consolidated  Capitalization.   The        Borrower will maintain at all times a ratio of Consolidated Indebtedness to Consolidated        Capitalization of not greater than 0.40 to 1.0.         7.12  Preferred  Securities.   The  Borrower  shall  not,  and  shall  not  permit  any  other  obligor in respect of any Preferred Securities to, declare or pay dividends or distributions on, or  redeem, purchase or otherwise acquire, any Preferred Securities or any portion thereof if at such  time, or after giving effect thereto, a Default or Event of Default exists or would exist.         7.13  Sanctions.  Directly or indirectly, use the proceeds of any Loan, or lend, contribute  or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person,  to fund any activities of or business with any Person that, at the time of such funding, is the subject  of Sanctions, or in any other manner that will result in a violation by any Person (including any  Person participating in the transaction, whether  as  Lender,  Arranger,  Administrative Agent, or  otherwise) of Sanctions.                                         57   12992164v5 27112.00011  





 






         7.14  Anti-Corruption Laws.  Directly or indirectly use the proceeds of any Loan for  any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK  Bribery Act 2010, and other anti-corruption legislation in other jurisdictions.                                   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 (ii) within three (3) days after the        same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five        (5) days after the same becomes due, any other amount payable hereunder or under any        other Loan Document; or               (b)   Specific Covenants.  The Borrower or any Subsidiary fails to perform or        observe any term, covenant or agreement contained in any of Section 6.03, 6.05, 6.10, 6.11,        6.12, 6.13 or Article VII; or               (c)   Other Defaults.  The Borrower or any Subsidiary 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        thirty (30) days; 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 misleading when made or deemed made in any material        respect; 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  Indebtedness  or  Guarantee  (other  than        Indebtedness hereunder and Indebtedness under Swap Contracts) under the Existing Credit        Agreement  or  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)  of  more  than  $10,000,000,  or  (B) fails  to  observe  or        perform any other agreement or condition relating to any such Indebtedness 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  Indebtedness  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  Indebtedness  to  be        demanded  or  to  become  due  or  to  be  repurchased,  prepaid,  defeased  or  redeemed        (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such        Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable;        or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such                                        58   12992164v5 27112.00011  





 






                     Swap Contract) resulting from (A) any event of default under such Swap Contract as to       which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap       Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to       which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either       event, the Swap Termination Value owed by the Borrower as a result thereof is greater than       $10,000,000; or              (f)   Insolvency  Proceedings,  Etc.   The  Borrower  or  any  of  its  Subsidiaries       institutes or consents to the institution of any proceeding under any Debtor Relief Law, or       makes  an  assignment  for  the  benefit  of  creditors;  or  applies  for  or  consents  to  the       appointment  of  any  receiver,  trustee,  custodian,  conservator,  liquidator,  rehabilitator  or       similar officer for it or for all or any material part of its property; or any receiver, trustee,       custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the       application  or  consent  of  such  Person  and  the  appointment  continues  undischarged  or       unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to       any such Person or to all or any material part of its property is instituted without the consent       of such Person and continues undismissed or unstayed for 60 calendar days, or an order for       relief is entered in any such proceeding; or              (g)   Inability to Pay  Debts;  Attachment.  (i) The Borrower or any Subsidiary       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 thirty (30) days after its issue or levy; or              (h)   Judgments.  There is entered against the Borrower or any Subsidiary (i) a       final  judgment  or  order  for  the  payment  of  money  in  an  aggregate  amount  exceeding       $10,000,000 (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  that  have,  or  could  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) there is a period of 45       consecutive  days  during  which  a  stay  of  enforcement  of  such  judgment,  by  reason  of       payment, a pending appeal or otherwise, is not in effect; or              (i)   ERISA.   (i) An  ERISA  Event  occurs  with  respect  to  a  Pension  Plan  or       Multiemployer Plan which has resulted or could reasonably be expected to result in liability       of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the       PBGC in an aggregate amount in excess of $10,000,000, 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 $5,000,000; or              (j)   Invalidity of Loan Documents.  Any Loan Document, at any time after its       execution and delivery and for any reason other than as expressly permitted hereunder or       thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect;       or the Borrower or any other Person contests in any manner the validity or enforceability       of  any  Loan  Document;  or  the  Borrower  denies  that  it  has  any  or  further  liability  or                                       59  12992164v5 27112.00011               





 






         obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan        Document; or               (k)   Change of Control.  There occurs any Change of Control of the Borrower;        or               (l)   [Reserved].                (m)   [Reserved].               (n)   Licenses.  Any License of any Insurance Subsidiary held by such Insurance        Subsidiary on the Effective Date or acquired by such Insurance Subsidiary thereafter, the        loss of which would have, in the reasonable judgment of the Lenders, a Material Adverse        Effect, (i) shall be revoked by a final non-appealable order by the state which shall have        issued  such  License,  or  any  action  (whether  administrative  or  judicial)  to  revoke  such        License shall have been commenced against such Insurance Subsidiary which shall not        have  been  dismissed  or  contested  in  good  faith  within  thirty  (30)  days  of  the        commencement thereof, (ii) shall be suspended by such state for a period in excess of thirty        (30) days or (iii) shall not be reissued or renewed by such state upon the expiration thereof        following application for such reissuance or renewal by such Insurance Subsidiary.           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 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)   [reserved];                (d)   [reserved];                (e)   [reserved]; and               (f)   exercise on behalf of itself and the Lenders all rights and remedies available        to it and the Lenders 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  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, without further act of the Administrative Agent or any Lender.                                         60   12992164v5 27112.00011  





 






         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),  any  amounts  received or held on account of the Obligations shall be applied by the Administrative Agent in the  following order:               First, to payment of that portion of the Obligations constituting fees, indemnities,        expenses and other amounts (including fees, charges and disbursements of counsel to the        Administrative Agent and amounts payable under Article III) payable to the Administrative        Agent in its capacity as such;               Second, to payment of that portion of the Obligations constituting fees, indemnities        and other amounts (other than principal and interest) payable to the Lenders (including        fees, charges and disbursements of counsel to the respective Lenders (including fees and        time charges for attorneys who may be employees of any Lender) and amounts payable        under Article III), ratably among them in proportion to the amounts described in this clause        Second payable to them;               Third, to payment of that portion of the Obligations constituting accrued and unpaid        interest on the Loans and other Obligations, ratably among the Lenders 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;               Fifth, to payment of Swap Obligations, ratably among the Lenders (or any Affiliate        of any Lender entering into a Swap Contract provided that such Lender was a Lender at        the time such Swap Contract was entered into) in proportion to the respective amounts        described in this clause Fifth held by them; 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.                                    ARTICLE IX                                                                     ADMINISTRATIVE AGENT         9.01  Appointment and Authority.         Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as  the  Administrative  Agent  hereunder  and  under  the  other  Loan  Documents  and  authorizes  the  Administrative  Agent  to  take  such  actions  on  its  behalf  and  to  exercise  such  powers  as  are  delegated to the Administrative Agent by the terms hereof or thereof, together with such actions  and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the  benefit of the Administrative Agent and the Lenders, and the Borrower shall not 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                                         61   12992164v5 27112.00011  





 






   matter of market custom, and is intended to create or reflect only an administrative relationship  between contracting parties.         9.02  Rights as a Lender.  The Person serving as the Administrative Agent hereunder  shall have the same rights and powers in its capacity as a Lender as any other Lender and may  exercise  the  same  as  though  it  were  not  the  Administrative  Agent  and  the  term  “Lender”  or  “Lenders” shall,  unless  otherwise expressly indicated or unless the  context otherwise requires,  include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such  Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the  financial advisor or in any other advisory capacity for and generally engage in any kind 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  or  the  Joint  Arrangers,  as  applicable, shall not have any duties or obligations except those expressly set forth herein and in  the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative  Agent or the Joint Arrangers, as applicable:               (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;                (c)   shall not have any duty or responsibility to disclose, and shall not be liable        for the failure to disclose, to any Lender, any credit or other information concerning the        business, prospects, operations, property, financial and other condition or creditworthiness        of  the  Borrower  or  any  of  its  Affiliates,  that  is  communicated  to,  obtained  or  in  the        possession of, the Administrative Agent, any Joint Arranger or any of their Related Parties        in any capacity, except for notices, reports and other documents expressly required to be        furnished to the Lenders by the Administrative Agent herein;               (d)   shall not be liable for any action taken or not taken by 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 judgement.  The Administrative        Agent  shall  be  deemed  not  to  have  knowledge  of  any  Default  unless  and  until  notice                                        62   12992164v5 27112.00011  





 






         describing such Default is given in writing to the Administrative Agent by the Borrower        or a Lender; and               (e)   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 that by its terms must be fulfilled to the  satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory  to such Lender unless the Administrative Agent shall have received notice to the contrary from  such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal  counsel  (who  may  be  counsel  for  the  Borrower),  independent  accountants  and  other  experts  selected by it, and shall not be liable for any action taken or not taken by it in accordance with the  advice of any such counsel, accountants or experts.         9.05  Delegation of Duties.  The Administrative Agent may perform any and all of its  duties  and  exercise  its  rights  and  powers  hereunder  or under  any  other  Loan  Document  by  or  through any one or more sub-agents appointed by the Administrative Agent.  The Administrative  Agent and any such sub-agent may perform any and all of its duties and exercise its rights and  powers by or through their respective Related Parties.  The exculpatory provisions of this Article  shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any  such sub-agent, and shall apply to their respective activities in connection with the syndication of  the  credit  facilities  provided  for  herein  as  well  as  activities  as  Administrative  Agent.   The  Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents  except to the extent that a court of competent jurisdiction determines in a final and non appealable  judgment that the Administrative Agent acted with gross negligence or willful misconduct in the  selection of such sub-agents.         9.06  Resignation of Administrative Agent.  The Administrative Agent may at any time  give notice of its resignation to the Lenders, and the Borrower.  Upon receipt of any such notice  of resignation, the Required Lenders shall have the right, 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.   If  no  such  successor  shall  have  been  so  appointed by the Required Lenders and shall have accepted such appointment within 30 days after                                        63   12992164v5 27112.00011  





 






   the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative  Agent  may  on  behalf  of  the  Lenders,  appoint  a  successor  Administrative  Agent  meeting  the  qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower  and the Lenders that no qualifying Person has accepted such appointment, then such resignation  shall  nonetheless  become  effective  in  accordance  with  such  notice  and  (1) the  retiring  Administrative Agent shall be discharged from its duties and obligations hereunder and under the  other Loan Documents (except that in the case of any collateral security held by the Administrative  Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative  Agent shall continue to hold such collateral security until such time as a successor Administrative  Agent  is  appointed)  and  (2) all  payments,  communications  and  determinations  provided  to  be  made  by,  to  or  through  the  Administrative Agent  shall  instead  be made  by  or to  each  Lender  directly, until such time as the Required  Lenders appoint  a successor Administrative Agent as  provided  for  above  in  this  Section.   Upon  the  acceptance  of  a  successor’s  appointment  as  Administrative Agent hereunder, such successor shall succeed to and become vested with all of  the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the  retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder  or under the other 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 Administrative Agent’s resignation 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 Administrative Agent, its sub-agents and their respective Related Parties  in  respect  of  any  actions  taken  or  omitted  to  be  taken  by  any  of  them  while  the  retiring  Administrative Agent was acting as Administrative Agent.         9.07  Non-Reliance  on  Administrative  Agent  and  Other  Lenders.  Each  Lender  expressly acknowledges that none of the Administrative Agent nor any Joint Arranger has made  any  representation or  warranty to it, and that no  act by the Administrative Agent or  any Joint  Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of  the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation  or warranty by the Administrative Agent or any Joint Arranger to any Lender as to any matter,  including  whether  the  Administrative  Agent  or  any  Joint  Arranger  have  disclosed  material  information  in  their  (or  their  Related  Parties’)  possession.   Each  Lender  represents  to  the  Administrative Agent and each Joint Arranger that it has, independently and without reliance upon  the Administrative Agent, any Joint Arranger, any other Lender or any of their Related Parties and  based  on  such  documents  and  information  as  it  has  deemed  appropriate,  made  its  own  credit  analysis  of,  appraisal  of,  and  investigation  into,  the  business,  prospects,  operations,  property,  financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all  applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and  made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder.   Each  Lender  also  acknowledges  that  it  will,  independently  and  without  reliance  upon  the  Administrative Agent, any Joint Arranger, any other Lender or any of their Related Parties and  based on such documents and information as it shall from time to time deem appropriate, continue  to make its own credit analysis, appraisals and decisions in taking or not taking action under or  based upon this Agreement, any other Loan Document or any related agreement or any document  furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform  itself  as  to  the  business,  prospects,  operations,  property,  financial  and  other  condition  and                                         64   12992164v5 27112.00011  





 






   creditworthiness  of  the  Borrower.   Each  Lender  represents  and  warrants  that  (i)  the  Loan  Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making,  acquiring or holding commercial loans in the ordinary course and is entering into this Agreement  as a Lender for the purpose of making, acquiring or holding commercial loans and providing other  facilities  set  forth  herein  as  may  be  applicable  to  such  Lender,  and  not  for  the  purpose  of  purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees  not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that  it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to  provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the  Person exercising discretion in making its decision to make, acquire and/or hold such commercial  loans  or  to  provide  such  other  facilities,  is  experienced  in  making,  acquiring  or  holding  such  commercial loans or providing such other facilities.         9.08  No Other Duties, Etc.  Anything herein to the contrary notwithstanding, none of  the  Joint  Arrangers  or  Co-Syndication  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 a Lender or Administrative Agent, 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,  the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and  payable  as  herein  expressed  or  by  declaration  or  otherwise  and  irrespective  of  whether  the  Administrative  Agent  shall  have  made  any  demand  on  the  Borrower)  shall  be  entitled  and  empowered, 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 and all other Obligations that are owing and        unpaid and to file such other documents as may be necessary or advisable in order to have        the  claims  of  the  Lenders  and  the  Administrative  Agent  (including  any  claim  for  the        reasonable compensation, expenses, disbursements and advances of the Lenders and the        Administrative Agent and their respective agents and counsel and all other amounts due        the Lenders and the Administrative Agent under Sections 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;   and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in  any such judicial proceeding is hereby authorized by each Lender to make such payments to the  Administrative Agent and, in the event that the Administrative Agent shall consent to the making  of such payments directly to the Lenders, 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, any plan of reorganization,  arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or                                        65   12992164v5 27112.00011  





 






   to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such  proceeding.         9.10  No Other Duties, etc.  Anything herein to the contrary notwithstanding, none of  the Joint Arrangers, Joint Book Runners, Co-Syndication Agents, Co-Documentation Agents or  Managing Agents listed on the cover page hereof or Schedule or signature pages hereto shall have  any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,  except in their capacity, as applicable, as the Administrative Agent or Lender.         9.11  Certain ERISA Matters.               (a)   Each Lender (x) represents and warrants, as of the date such Person became        a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender        party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,        the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the        Borrower, that at least one of the following is and will be true:                      (i)   such  Lender  is  not  using  “plan  assets”  (within  the  meaning  of              Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to              such Lender’s entrance into, participation in, administration of and performance of              the Loans, the Commitments or this Agreement,                     (ii)  the transaction exemption set forth in one or more PTEs, such as              PTE 84-14 (a class exemption for certain transactions determined by independent              qualified professional asset managers), PTE 95-60 (a class exemption for certain              transactions  involving  insurance  company  general  accounts),  PTE  90-1  (a  class              exemption for certain transactions involving insurance company pooled separate              accounts), PTE 91-38 (a class exemption for certain transactions involving bank              collective  investment  funds)  or  PTE  96-23  (a  class  exemption  for  certain              transactions determined by in-house asset managers), is applicable with respect to              such Lender’s entrance into, participation in, administration of and performance of              the Loans, the Commitments and this Agreement,                     (iii) (A) such  Lender  is  an  investment  fund  managed  by  a  “Qualified              Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B)              such Qualified Professional Asset Manager made the investment decision on behalf              of such Lender to enter into, participate in, administer and perform the Loans, the              Commitments  and  this  Agreement,  (C)  the  entrance  into,  participation  in,              administration  of  and  performance  of  the  Loans,  the  Commitments  and  this              Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of              PTE  84-14  and  (D)  to  the  best  knowledge  of  such  Lender,  the  requirements  of              subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s              entrance into, participation in, administration of and performance of the Loans, the              Commitments and this Agreement, or                      (iv)  such other representation, warranty and covenant as may be agreed              in  writing  between  the  Administrative  Agent,  in  its  sole  discretion,  and  such              Lender.                                         66   12992164v5 27112.00011  





 






               (b)   In addition, unless either (1) sub-clause (i) in the immediately preceding        clause  (a)  is  true  with  respect  to  a  Lender  or  (2)  a  Lender  has  provided  another        representation,  warranty  and  covenant  in  accordance  with  sub-clause  (iv)  in  the        immediately preceding clause (a), such Lender further (x) represents and warrants, as of        the date such Person became a Lender party hereto, to, and (y) covenants, from the date        such Person became a Lender party hereto to the date such Person ceases being a Lender        party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of        doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary        with  respect  to  the  assets  of  such  Lender  involved  in  such  Lender’s  entrance  into,        participation in, administration of and performance of the Loans, the Commitments and        this Agreement (including in connection with the reservation or exercise of any rights by        the Administrative Agent under this Agreement, any Loan Document or any documents        related hereto or thereto).                                    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 therefrom, shall be  effective unless in writing signed by the Required Lenders (or by the Administrative Agent at the  request  and  on  behalf  of  the  Required  Lenders)  and  the  Borrower,  as  the  case  may  be,  and  acknowledged by the Administrative Agent, and each such waiver or consent shall be effective  only in the specific instance and for the specific purpose for which given; provided, however, that  no such amendment, waiver or consent shall:               (a)   waive any condition set forth in Section 4.01(a) without the written consent        of each Lender;               (b)   extend  or  increase  any  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 of principal, interest, fees or other amounts due to the Lenders (or any of        them) hereunder or under any other Loan Document without the written consent of each        Lender directly affected thereby (except in connection with the waiver of applicability of        any post-default increase in interest rates (which waiver shall be effective with the consent        of the Required Lenders));               (d)   reduce the principal of, or the rate of interest specified herein on, any Loan,        or  (subject  to  clause (v)  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 necessary (i) to amend the definition of “Default Rate” or to        waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend        any financial covenant hereunder (or any defined term used therein) even if the effect of                                         67   12992164v5 27112.00011  





 






                     such amendment would be to reduce the rate of interest on any Loan or to reduce any fee       payable hereunder;              (e)   change Section 2.13 or Section 8.03 in a manner that would alter the pro       rata sharing of payments required thereby or change Section 2.06 in a manner that would       alter the pro rata allocation of reductions in the Commitments, in the case of each of the       foregoing without the written consent of each Lender;              (f)   change  any  provision  of  this  Section or  the  definition  of  “Required       Lenders” or any other provision hereof specifying the number or percentage of Lenders       required  to  amend,  waive  or  otherwise  modify  any  rights  hereunder  or  make  any       determination or grant any consent hereunder, without the written consent of each Lender;               (g)   [reserved];               (h)   impose any greater restriction on the ability of any Lender to assign any of       its rights or obligations hereunder without the written consent of the Required Lenders; or              (i)   [reserved],        and, provided further, that (i) 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; (ii) the Engagement Letter may be amended, or rights or privileges thereunder       waived, in a writing executed only by the parties thereto; and (iii) notwithstanding anything       herein to the contrary, no amendment or amendment and restatement of this Agreement       which is in all other respects approved by the Lenders in accordance with this Section 10.01       shall require the consent or approval of any Lender (A) which immediately after giving       effect to such amendment or amendment and restatement, shall have no Commitment or       other  obligation  to  maintain  or  extend  credit  under  this  Agreement  (as  so  amended  or       amended  and  restated)  and  (B)  which,  substantially  contemporaneously  with  the       effectiveness of such amendment or amendment and restatement, is paid in full all amounts       owing  to  it  hereunder  (including,  without  limitation  principal,  interest  and  fees,  but       excluding contingent obligations that are not due and payable and any amounts secured by       collateral arrangements on terms and, as applicable, from a financial institution, that are       satisfactory to such Lender in its sole discretion).  Notwithstanding anything to the contrary       herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,       waiver  or  consent  hereunder,  except  that  the  Commitment  of  such  Lender  may  not  be       increased or extended without the consent of such 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  electronic  mail  as  follows,  and  all  notices  and  other  communications                                        68  12992164v5 27112.00011               





 






         expressly permitted hereunder to be given by telephone shall be made to the applicable        telephone number, as follows:                     (i)   if  to  the  Borrower  or  the  Administrative  Agent,  to  the  address,              electronic  mail  address  or  telephone  number  specified  for  such  Person  on              Schedule 10.02; and                     (ii)  if  to  any  other  Lender,  to  the  address,  electronic  mail  address  or              telephone number specified in its Administrative Questionnaire.   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 electronic mail 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 hereunder may be delivered or furnished by electronic communication (including        e-mail  and  Internet  or  intranet  websites)  pursuant  to  procedures  approved  by  the        Administrative Agent, provided that the foregoing shall not apply to notices to any Lender        pursuant  to  Article  II  if  such  Lender  has  notified  the  Administrative  Agent  that  it  is        incapable  of  receiving  notices  under  such  Article  by  electronic  communication.   The        Administrative Agent or the Borrower may, 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),  provided  that  if  such  notice or other communication is not sent during the normal business hours of the recipient, such  notice or communication shall be deemed to have been sent at the opening of business on the next  business day for the recipient, and (ii) notices or communications posted to an Internet or intranet  website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail  address as described in the foregoing clause (i) of notification that such notice or communication  is available and identifying the website address therefor.               (c)   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                                        69   12992164v5 27112.00011  





 






         RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE        BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS        OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related        Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender,        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 or the Administrative Agent’s        transmission of Borrower Materials or notices through the Platform, any other electronic        platform or electronic messaging service, or through the Internet.               (d)   Change  of  Address,  Etc.   Each  of  the  Borrower  and  the  Administrative        Agent, may change its address, electronic mail address or telephone number for notices        and  other communications  hereunder by  notice  to  the  other parties  hereto.   Each  other        Lender may change its address, electronic mail address or telephone number for notices        and other communications hereunder by notice to the Borrower and the Administrative        Agent.  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,  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 and Lenders.  The Administrative Agent        and the Lenders shall be entitled to rely and act upon any notices (including telephonic        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, each Lender and the Related Parties of each of them        from all losses, costs, expenses and liabilities resulting from the reliance by such Person        on each notice purportedly given by or on behalf of 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 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 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 are cumulative and not exclusive of any rights,  remedies, powers and privileges provided by law.                                        70   12992164v5 27112.00011  





 






         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  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; provided,  however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its  own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative  Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff  rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (c) 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 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) and (c) 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  out-of-       pocket  expenses  incurred  by  the  Administrative  Agent  and its  Affiliates  (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),  and  (ii) all  reasonable  out-of-pocket  expenses  incurred  by  the        Administrative Agent or any Lender (including the fees, charges and disbursements of any        outside  counsel  for  the  Administrative  Agent  or  any  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  hereunder,  including  all  such  out-of-pocket  expenses  incurred  during  any        workout, restructuring or negotiations in respect of such Loans.               (b)   INDEMNIFICATION  BY  THE  BORROWER.   THE  BORROWER        SHALL  INDEMNIFY  THE  ADMINISTRATIVE  AGENT  (AND  ANY  SUB-AGENT        THEREOF),  EACH  LENDER,  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  REASONABLE       FEES,  CHARGES     AND        DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY        ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD        PARTY OR BY THE BORROWER ARISING OUT OF, IN CONNECTION WITH, OR        AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT,        ANY  OTHER  LOAN  DOCUMENT  OR  ANY  AGREEMENT  OR  INSTRUMENT        CONTEMPLATED  HEREBY  OR  THEREBY,  THE  PERFORMANCE  BY  THE                                        71   12992164v5 27112.00011  





 






                     PARTIES  HERETO  OF  THEIR  RESPECTIVE  OBLIGATIONS  HEREUNDER  OR       THEREUNDER  OR  THE  CONSUMMATION  OF  THE  TRANSACTIONS       CONTEMPLATED  HEREBY  OR  THEREBY,  (ii) ANY  LOAN  OR  THE  USE  OR       PROPOSED  USE  OF  THE  PROCEEDS  THEREFROM,  (iii) ANY  ACTUAL  OR       ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM       ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS       SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY       TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (iv) ANY ACTUAL OR       PROSPECTIVE  CLAIM,  LITIGATION,  INVESTIGATION  OR  PROCEEDING       RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT,       TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR       BY THE 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  NON-APPEALABLE  JUDGMENT       TO  HAVE  RESULTED  FROM  THE  GROSS  NEGLIGENCE  OR  WILLFUL       MISCONDUCT  OF  SUCH  INDEMNITEE  OR  (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  NON-APPEALABLE  JUDGMENT  IN  ITS  FAVOR  ON  SUCH  CLAIM  AS       DETERMINED BY A COURT OF COMPETENT JURISDICTION.              (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), or any Related Party       of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent       (or any such sub-agent), or such Related Party, as the case may be, such Lender’s pro rata       share (determined as of the time that the applicable unreimbursed expense or indemnity       payment is sought based on each Lender’s share of the Total Credit Exposure at such time)       of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,       damage, liability or related expense, as the case may be, was incurred by or asserted against       the Administrative Agent (or any such sub-agent) in its capacity as such, or against any       Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-      agent)  in  connection  with  such  capacity.   The  obligations  of  the  Lenders  under  this       subsection (c) are subject to the provisions of Section 2.12(e).              (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                                        72  12992164v5 27112.00011               





 






         contemplated  hereby  or  thereby,  any  Loan  or  the  use  of  the  proceeds  thereof.   No        Indemnitee referred to in subsection (b) above shall be liable for any damages arising from        the use by unintended recipients of any information or other materials distributed by it        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.               (e)   Payments.  All amounts due under this Section shall be payable not later        than ten (10) Business Days after demand therefor.               (f)   Survival.  The agreements in this Section shall survive the resignation of the        Administrative Agent, the replacement of any Lender, the termination of the 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 or any Lender, or the Administrative Agent 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 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  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  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; Participations.               (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        and the Lenders) any legal or equitable right, remedy or claim under or by reason of this        Agreement.                                        73   12992164v5 27112.00011  





 






                           (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 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 related 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 applicable Commitment is                   not  then  in  effect,  the  principal  outstanding  balance  of  the  Loans  of  the                   assigning Lender subject to each such assignment (determined as of the date                   the  Assignment  and  Assumption  with  respect  to  such  assignment  is                   delivered to the Administrative Agent or, if “Trade Date” is specified in the                   Assignment and Assumption, as of the Trade Date) shall not be less than                   $5,000,000,  unless  each  of the  Administrative  Agent  and,  so  long  as  no                   Event of Default has occurred and is continuing, the Borrower otherwise                   consents (each such consent not to be unreasonably withheld or delayed).                    (ii)  each  partial  assignment  shall  be  made  as  an  assignment  of  a             proportionate part of all the assigning Lender’s rights and obligations under this             Agreement;                    (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 (x) an Event of                   Default has occurred and is continuing at the time of such assignment or                   (y) 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 for assignments if                   such assignment is to a Person that is not a Lender with a Commitment, an                   Affiliate of such Lender or an Approved Fund with respect to such Lender;                   and                          (C)   [reserved].                                        74  12992164v5 27112.00011               





 






                     (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  of  $3,500  for  each  assignment              (provided, that only one such fee will be payable in connection with simultaneous              assignments to two or more Approved Funds by a Lender), and 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 Affiliates or Subsidiaries or (B)              to  any  Defaulting  Lender  or  any  of  its  Subsidiaries,  or  any  Person  who,  upon              becoming  a  Lender  hereunder,  would  constitute  any  of  the  foregoing  Persons              described in this clause (B).                      (vi)  No Assignment to Natural Persons.  No such assignment shall be              made to a natural person (or a holding company, investment vehicle or trust for, or              owned and operated for the primary benefit of, a natural person).   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  3.04,  3.05  and  10.04  with  respect  to  facts  and  circumstances  occurring  prior  to  the  effective  date  of  such  assignment.   Upon  request,  the  Borrower (at its expense) shall execute and deliver a Note in the applicable form 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.               (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 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                                         75   12992164v5 27112.00011  





 






               (d)   Participations.   Any  Lender may  at  any  time,  without  the consent  of,  or        notice to, the Borrower or the Administrative Agent, sell participations to any Person (other        than a natural person or the Borrower or any 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 owing to        it);  provided  that  (i) such  Lender’s  obligations  under  this  Agreement  shall  remain        unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for        the performance of such obligations and (iii) the Borrower, the Administrative Agent and        the other Lenders shall continue to deal solely and directly with such Lender in connection        with such Lender’s rights and obligations under this Agreement.         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,  modification  or  waiver  or  modification  described  in  Section 10.01  that  directly  affects  such  Participant  and  could  not  be  affected  by  a  vote  of  the  Required Lenders.           The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01  and 3.04 (subject to the requirements and limitations therein, including the requirements under  Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall  be delivered to the Lender granting such participation)) to the same extent as if it were a Lender  and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that  such Participant (A) agrees to be subject to the provisions of Section 10.13 as if it were an assignee  under paragraph (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 its participating Lender 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.   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.         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 of (and stated interest on) each Participant’s interest in the  Loans or other obligations under the Loan Documents (the “Participant Register”); provided that  no  Lender  shall  have  any  obligation  to  disclose  all  or  any  portion  of  the  Participant  Register  (including the identity of any Participant or any information relating to a Participant’s interest in  any commitments, loans, letters of credit or its other obligations under any Loan Document) to any  Person except to the extent that such disclosure is necessary to establish that such commitment,  loan,  letter  of  credit  or  other  obligation  is  in  registered  form  under  Section 5f.103-1(c)  of  the  United States Treasury Regulations.  The entries in the Participant Register shall be conclusive  absent  manifest  error, and such  Lender shall treat each Person whose name is recorded in the  Participant  Register  as  the  owner  of  such  participation  for  all  purposes  of  this  Agreement  notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent  (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant  Register.                                         76   12992164v5 27112.00011  





 






               (e)   [Reserved].               (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 to secure obligations of such        Lender, including without limitation any pledge or assignment to secure obligations to a        Federal  Reserve  Bank;  provided  that  no  such  pledge  or  assignment  shall  release  such        Lender from any of its obligations hereunder or substitute any such pledgee or assignee for        such Lender as a party hereto.               (g)   Electronic Execution of Assignments.  The words “execution,” “signed,”        “signature,” and words of like import in any Assignment and Assumption shall be deemed        to include electronic signatures 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.               (h)   [Reserved].           10.07 Confidentiality.  Each  of  the  Administrative  Agent  and  the  Lenders,  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 Affiliates’ respective partners, directors, officers,  employees, agents, advisors, external auditors and representatives (it being understood that the  Persons  to  whom  such  disclosure  is  made  will  be informed  of  the  confidential  nature  of such  Information and instructed to keep such Information confidential), (b) to the extent requested by  any  regulatory  authority  purporting  to  have  jurisdiction  over  it  (including  any  self-regulatory  authority, such as the NAIC), (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  or  obligations  under  this  Agreement  or  (ii) any  actual  or  prospective  counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its  obligations, (g) on a  confidential basis to the CUSIP Service  Bureau or any similar agency  in  connection with the application, issuance, publishing and monitoring of CUSIP numbers or other  market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of  the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a  result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender  or  any  of  their  respective  Affiliates  on  a  non-confidential  basis  from  a  source  other  than  the  Borrower.  In addition, upon reasonable advance notice to the Borrower, the Administrative Agent  and Lenders may disclose the existence of this Agreement and information about this Agreement  to market data collectors, similar service providers to the lending industry, and service providers  to the Administrative Agent and Lenders, and the Administrative Agent or any of its Affiliates  may  place  customary  “tombstone”  advertisements  relating  hereto  in  publications  (including  publications circulated in electronic form) of its choice at its own expense (which shall be subject  to review and comment by the Borrower prior to publication).                                        77   12992164v5 27112.00011  





 






         For purposes of this Section 10.07, “Information” means all information received from the  Borrower or any Subsidiary relating to the Borrower or a Subsidiary or any of their respective  businesses, other than any such information that is available to the Administrative Agent or any  Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary; provided  that, in the case of information received from the Borrower or a 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 10.07 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 and the Lenders 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.         10.08 Right of Setoff.  If an Event of Default shall have occurred and be continuing, each  Lender and each of their respective Affiliates is hereby authorized at any time and from time to  time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits  (general or special, time or demand, provisional or final, in whatever currency) at any time held  and  other  obligations  (in  whatever  currency)  at  any  time  owing  by  such  Lender  or  any  such  Affiliate to or for the credit or the account of the Borrower against any and all of the obligations  of the Borrower now or hereafter existing under this Agreement or any other Loan Document to  such Lender, irrespective of whether or not such Lender shall have made any demand under this  Agreement or any other Loan Document and although such obligations of the Borrower may be  contingent or unmatured or are owed to a branch or office of such Lender different from the branch  or office holding such deposit or obligated on such indebtedness.  The rights of each Lender and  their respective Affiliates under this Section are in addition to other rights and remedies (including  other rights of setoff) that such Lender or their respective Affiliates may have.  Each Lender agrees  to  notify  the  Borrower  and  the  Administrative  Agent  promptly  after  any  such  setoff  and  application, provided that the failure to give such notice shall not affect the validity of such setoff  and application.         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 Highest Lawful Rate.  If the Administrative Agent or any Lender shall receive interest in  an  amount  that  exceeds  the  Highest  Lawful  Rate,  the  excess  interest  shall  be  applied  to  the  principal  of  the  Loans  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  Highest  Lawful  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.                                           78   12992164v5 27112.00011  





 






                           (a)   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 fax transmission or other electronic       imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed       counterpart of this Agreement.              (b)   The words “delivery,” “execute,” “execution,” “signed,” “signature,” and       words of like import in any Loan Document or any other document executed in connection       herewith  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,       physical delivery thereof 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; provided that notwithstanding anything contained       herein to the contrary, the Administrative Agent is under no obligation to agree to accept       electronic  signatures  in  any  form  or  in  any  format  unless  expressly  agreed  to  by  the       Administrative Agent pursuant to procedures approved by it; provided, further, without       limiting  the  foregoing,  upon  the  request  of  the  Administrative  Agent,  any  electronic       signature  shall  be  promptly  followed  by  such  manually  executed  counterpart.   For  the       avoidance of doubt, the authorization under this paragraph may include, without limitation,       use or  acceptance by  the Administrative Agent  and each of the  Lenders of a manually       signed  paper  document,  amendment,  approval,  consent,  information,  notice,  certificate,       request,  statement,  disclosure  or  authorization  related  to  this  Agreement  (each  a       “Communication”) which has been converted into electronic form (such as scanned into       PDF format), or an electronically signed Communication converted into another format,       for transmission, delivery and/or retention.              (c)   The Borrower hereby acknowledges the receipt of a copy of this Agreement       and all other Loan Documents. The Administrative Agent and each Lender may, on behalf       of  the  Borrower,  create  a  microfilm  or  optical  disk  or  other  electronic  image  of  this       Agreement and any or all of the other Loan Documents. The Administrative Agent and       each  Lender  may  store  the  electronic  image  of  this  Agreement  and  the  other  Loan       Documents  in  its  electronic  form  and  then  destroy  the  paper  original  as  part  of  the       Administrative Agent’s and each Lender’s normal business practices, with the electronic       image deemed to be an original and of the same legal effect, validity and enforceability as       the paper originals.                                        79  12992164v5 27112.00011               





 






         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 or any Lender or on their behalf and notwithstanding that the Administrative Agent or any  Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall  continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain  unpaid or unsatisfied.         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.         10.13 Replacement  of  Lenders.  If  any  Lender  requests  compensation  under  Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any  Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender  is a Defaulting Lender then the Borrower may, at their 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 and obligations under this Agreement and the related Loan  Documents to an assignee procured by the Borrower 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,  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; and               (d)   such assignment does not conflict with Applicable Laws.         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.                                         80   12992164v5 27112.00011  





 






         Each party hereto agrees that (a) an assignment required pursuant to this Section 10.13 may  be  effected  pursuant  to  an  Assignment  and  Assumption  executed  by  the  Borrower,  the  Administrative Agent and the assignee and (b) the Lender required to make such assignment need  not be a party thereto in order for such assignment to be effective and shall be deemed to have  consented to an be bound by the terms thereof; provided that, following the effectiveness of any  such assignment, the other parties to such assignment agree to execute and deliver such documents  necessary  to  evidence  such  assignment  as  reasonably  requested  by  the  applicable  Lender,  provided, further that any such documents shall be without recourse to or warranty by the parties  thereto.         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.       THE    BORROWER        IRREVOCABLY  AND  UNCONDITIONALLY  SUBMITS,  FOR  ITSELF  AND  ITS        PROPERTY,  TO  THE  EXCLUSIVE  JURISDICTION  OF  THE  COURTS  OF  THE        STATE OF NEW YORK SITTING IN NEW YORK 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  OR        PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY        OTHER  LOAN  DOCUMENT,  OR  FOR  RECOGNITION  OR  ENFORCEMENT  OF        ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND        UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH        ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH 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  OR        PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER        JURISDICTIONS BY SUIT ON THE JUDGMENT OR  IN ANY OTHER MANNER        PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN        DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT        OR  ANY  LENDER  MAY  OTHERWISE  HAVE  TO  BRING  ANY  ACTION  OR        PROCEEDING  RELATING  TO  THIS  AGREEMENT  OR  ANY  OTHER  LOAN        DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS        OF ANY JURISDICTION.               (c)   WAIVER  OF  VENUE.   THE  BORROWER  IRREVOCABLY  AND        UNCONDITIONALLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY        APPLICABLE  LAW,  ANY  OBJECTION  THAT  IT  MAY  NOW  OR  HEREAFTER        HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING                                        81   12992164v5 27112.00011  





 






         OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OTHER  LOAN        DOCUMENT  IN  ANY  COURT  REFERRED  TO  IN  PARAGRAPH (c)  OF  THIS        SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,        TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE        OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR        PROCEEDING IN ANY SUCH COURT.               (d)   SERVICE  OF  PROCESS.   EACH  PARTY  HERETO  IRREVOCABLY        CONSENTS  TO  SERVICE  OF  PROCESS  IN  THE  MANNER  PROVIDED  FOR        NOTICES  IN  SECTION 10.02  (EXCLUDING,  HOWEVER,  ANY  ELECTRONIC        COMMUNICATIONS PERMITTED PURSUANT TO SUCH SECTION).  NOTHING        IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO        SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.          10.15 Waiver  of  Jury  Trial.  EACH PARTY HERETO HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT  IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR  INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER  LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY  HERETO (a) CERTIFIES THAT NO REPRESENTATIVE AGENT OR ATTORNEY OF ANY  OTHER  PERSON  HAS  REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT  SUCH  OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE  THE  FOREGOING  WAIVER  AND  (b) ACKNOWLEDGES  THAT  IT  AND  THE  OTHER  PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND  THE  OTHER  LOAN  DOCUMENTS  BY,  AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS AND CERTIFICATIONS IN THIS SECTION.         10.16 Exceptions  to  Covenants.  Neither  the  Borrower  nor  any  Subsidiary  shall  be  deemed  to  be  permitted  to  take  any  action  or fail  to  take any  action  which  is  permitted  as  an  exception to any of the covenants contained herein or which is within the permissible limits of any  of the covenants contained herein if such action or omission would result in the breach of any other  covenant contained herein.         10.17 No Strict Construction.  Each of the parties hereto represents to each other party  hereto that it has discussed this Agreement and the other Loan Documents with its counsel.  The  parties hereto have participated jointly in the negotiation and drafting of this Agreement and the  other Loan Documents.  In the event of an ambiguity or question of intent or interpretation arises,  this Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties  hereto and thereto and no presumption or burden of proof shall arise favoring or disfavoring any  party by virtue of the authorship of any provisions of this Agreement or any other Loan Document.         10.18 USA PATRIOT Act Notice.  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, which information includes the name and address of the  Borrower  and  other  information  that  will  allow  such  Lender  or  the  Administrative  Agent,  as                                        82   12992164v5 27112.00011  





 






   applicable, to identify the Borrower in accordance with the Act.  The Borrower 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.         10.19 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 that:  (i) (A) the arranging and other services regarding this Agreement provided by the Administrative  Agent, the Joint 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 Joint 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  Joint Arranger and each Lender 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) neither the  Administrative Agent, any Joint 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 Joint 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 neither the Administrative Agent, any Joint 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 Joint Arrangers or any Lender with respect to any breach or alleged  breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated  hereby.         10.20 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.         10.21 [Reserved].         10.22 Acknowledgment  and  Consent  to  Bail-In  of Affected  Financial  Institutions.   Notwithstanding  anything  to  the  contrary  in  any  Loan  Document  or  in  any  other  agreement,  arrangement or understanding among any such parties, each party hereto acknowledges that any  liability of any Affected Financial Institution arising under any Loan Document, to the extent such  liability is unsecured, may be subject to the write-down and conversion powers of the applicable  Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:                                          83   12992164v5 27112.00011  





 






               (a)   the  application  of  any  Write-Down  and  Conversion  Powers  by  the        applicable Resolution Authority to any such liabilities arising hereunder  which  may be        payable to it by any party hereto that is an Affected Financial Institution; and               (b)   the  effects  of  any  Bail-in  Action  on  any  such  liability,  including,  if        applicable:                     (i)   a reduction in full or in part or cancellation of any such liability;                     (ii)  a conversion of all, or a portion of, such liability into shares or other              instruments  of  ownership  in  such  Affected  Financial  Institution,  its  parent              undertaking, or a bridge institution that may be issued to it or otherwise conferred              on it, and that such shares or other instruments of ownership will be accepted by it              in lieu of any rights with respect to any such liability under this Agreement or any              other Loan Document; or                     (iii) the variation of the terms of such liability in connection with the              exercise  of  the  write-down  and  conversion  powers  of  the  applicable  Resolution              Authority.         10.23 Acknowledgement  Regarding  Any  Supported  QFCs.   To  the  extent  this  Agreement provides support, through a guarantee or otherwise, for any agreement or instrument  that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the  parties acknowledge and agree as follows with respect to the resolution power of the FDIC under  the  Federal  Deposit  Insurance  Act  and  Title  II  of  the  Dodd-Frank  Wall  Street  Reform  and  Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special  Resolution  Regimes”)  in  respect  of  such  Supported  QFC  and  QFC  Credit  Support  (with  the  provisions below applicable notwithstanding that the Loan Documents and any Supported QFC  may in fact be stated to be governed by the laws of the State of New York and/or of the United  States or any other state of the United States):               (a)   In the event a Covered  Entity that  is party to a Supported QFC (each, a        “Covered  Party”)  becomes  subject  to  a  proceeding  under  a  U.S.  Special  Resolution        Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support        (and any interest and obligation in or under such Supported QFC and such QFC Credit        Support, and any  rights  in property securing such Supported QFC or such QFC Credit        Support) from such Covered Party will be effective to the same extent as the transfer would        be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC        Credit Support (and any such interest, obligation and rights in property) were governed by        the laws of the United States or a state of the United States. In the event a Covered Party        or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.        Special  Resolution  Regime,  Default  Rights  under  the  Loan  Documents  that  might        otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised        against such Covered Party are permitted to be exercised to no greater extent than such        Default  Rights  could  be  exercised  under  the  U.S.  Special  Resolution  Regime  if  the        Supported QFC and the Loan Documents were governed by the laws of the United States        or a state of the United States. Without limitation of the foregoing, it is understood and        agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in                                        84   12992164v5 27112.00011  





 






                     no event affect the rights of any Covered Party with respect to a Supported QFC or any       QFC Credit Support.              (b)   As  used  in  this  Section  10.23,  the  following  terms  have  the  following       meanings:              “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under,       and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.             “Covered Entity” means any of the following:                    (i)   a  “covered  entity”  as  that  term  is  defined  in,  and  interpreted  in             accordance with, 12 C.F.R. § 252.82(b);                    (ii)  a  “covered  bank”  as  that  term  is  defined  in,  and  interpreted  in             accordance with, 12 C.F.R. § 47.3(b); or                    (iii) a  “covered  FSI”  as  that  term  is  defined  in,  and  interpreted  in             accordance with, 12 C.F.R. § 382.2(b).              “Default Right” has the meaning assigned to that term in, and shall be interpreted       in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.              (c)   “QFC” has the meaning assigned to the term “qualified financial contract”       in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).               [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]                                         85  12992164v5 27112.00011               





 






         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement  to  be  duly  executed as of the date first above written.                                       GLOBE LIFE INC.                                                                                                                                                        By:       /s/ Frank M. Svoboda                                                                             Name:  Frank M. Svoboda                                                                             Title:   Executive Vice President & CFO                                                                                 A-1                           Form of Assignment and Assumption 





 






                           BANK OF AMERICA, N.A., as Administrative             Agent and as a Lender                                       By:    /s/ Hema Kishnani                           Name:  Hema Kishani                           Title:   Director                                A-2  Form of Assignment and Assumption 





 






                           REGIONS BANK, as Syndication Agent and as a             Lender                                        By:    /s/ Hichem Kishnani                           Name:  Hichem Kishani                           Title:   Managing Director                                   A-3  Form of Assignment and Assumption 





 






                           U.S. BANK NATIONAL ASSOCIATION, as             Syndication Agent and as a Lender                                        By:      /s/ Glenn Schuermann                           Name:  Glenn Schuermann                           Title:   Vice President                                   A-4  Form of Assignment and Assumption 





 






                           BBVA USA, as a Lender                                        By:    /s/ Steve Ray                           Name:  Steve Ray                           Title:   Executive Director                                  A-5  Form of Assignment and Assumption 





 






                           KEYBANK NATIONAL ASSOCIATION, as a             Lender                                        By:    /s/ Thomas A. Crandall                           Name:  Thomas A. Crandall                           Title:   Senior Vice President                                   A-6  Form of Assignment and Assumption 





 






                                                                      EXHIBIT A                         ASSIGNMENT AND ASSUMPTION   This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective  Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1  below  ([the][each,  an]  “Assignor”)  and  [the][each]2  Assignee  identified  in  item  2  below  ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the  Assignors][the Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not  defined herein shall have the meanings given to them in the Credit Agreement identified below (as  amended,  the  “Credit  Agreement”),  receipt  of  a  copy  of  which  is  hereby  acknowledged  by  [the][each] Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto  are hereby agreed to and incorporated herein by reference and made a part of this Assignment and  Assumption as if set forth herein in full.  For  an  agreed  consideration,  [the][each]  Assignor  hereby  irrevocably  sells  and  assigns  to  [the  Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and  assumes  from  [the  Assignor][the  respective  Assignors],  subject  to  and  in  accordance  with  the  Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the  Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]  rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under  the Credit Agreement and any other documents or instruments delivered pursuant thereto in the  amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and  obligations under the respective facilities identified below and (ii) to the extent permitted to be  assigned  under  Applicable  Law,  all  claims,  suits,  causes  of  action  and  any  other  right  of  [the  Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as  Lenders)] against any Person, whether known or unknown, arising under or in connection with the  Credit  Agreement,  any  other  documents  or  instruments  delivered  pursuant  thereto  or  the  loan  transactions governed thereby or in any way based on or related to any of the foregoing, including,  but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other  claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause  (i)  above  (the  rights  and  obligations  sold  and  assigned  by  [the][any]  Assignor  to  [the][any]  Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an]  “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor  and, except as expressly provided in this Assignment and Assumption, without representation or  warranty by [the][any] Assignor.  1.   Assignor[s]:  ______________________________                      ______________________________                                                    1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single  Assignor,  choose  the  first  bracketed  language.   If  the  assignment  is  from  multiple  Assignors,  choose  the  second  bracketed language.  2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single  Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed  language.  3 Select as appropriate.  4 Include bracketed language if there are either multiple Assignors or multiple Assignees.                                       A-7                           Form of Assignment and Assumption 





 






         [Assignor [is] [is not] a Defaulting Lender]    2.   Assignee[s]:  ______________________________                      ______________________________        [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]    3.   Borrower(s):  Globe Life Inc.    4.   Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit        Agreement    5.   Credit Agreement:  Term Loan Credit Agreement, dated as of April [9], 2020, among        Globe Life Inc., the Lenders from time to time party thereto, and Bank of America, N.A.,        as Administrative Agent.                            6.   Assigned Interest[s]:                                          Aggregate     Amount of    Percentage                                              Amount of    Commitment   Assigned of                                   Facility  Commitment     Assigned    Commitment    CUSIP   Assignor[s]5 Assignee[s]6 Assigned7 for all Lenders8                9       Number                                                                                     _________   $___________  $_________   __________                                     ___         _____                      __%                           _________   $___________  $_________   __________                                     ___         _____                      __%                           _________   $___________  $_________   __________                                     ___         _____                      __%   [7.  Trade Date:  __________________]10   Effective  Date:  __________________,  20__  [TO  BE  INSERTED  BY  ADMINISTRATIVE  AGENT  AND  WHICH  SHALL  BE  THE  EFFECTIVE  DATE  OF  RECORDATION  OF  TRANSFER IN THE REGISTER THEREFOR.]                                                       5 List each Assignor, as appropriate.  6 List each Assignee and, if available, its market entity identifier, as appropriate.  7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned  under this Assignment.  8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into  account any payments or prepayments made between the Trade Date and the Effective Date.  9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.  10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be  determined as of the Trade Date.                                       A-8                           Form of Assignment and Assumption 





 






   The terms set forth in this Assignment and Assumption are hereby agreed to:                                            ASSIGNOR[S]11                                            [NAME OF ASSIGNOR]                                                                                        By: _____________________________                                              Name:  [Type Signatory Name]                                              Title:  [Type Signatory Title]                                                                                        [NAME OF ASSIGNOR]                                                                                        By: _____________________________                                              Name:  [Type Signatory Name]                                              Title:  [Type Signatory Title]                                                                                        ASSIGNEE[S]12                                            [NAME OF ASSIGNEE]                                                                                        By: _____________________________                                              Name:  [Type Signatory Name]                                              Title:  [Type Signatory Title]                                                                                                                                    [NAME OF ASSIGNEE]                                                                                        By: _____________________________                                              Name:  [Type Signatory Name]                                              Title:  [Type Signatory Title]      [Consented to and]13 Accepted:    BANK OF AMERICA, N.A., as    Administrative Agent    By: _________________________________     Name:  [Type Signatory Name]     Title:  [Type Signatory Title]    [Consented to:]14                                                       11  Add  additional  signature  blocks  as  needed.  Include  both  Fund/Pension  Plan  and  manager  making  the  trade  (if  applicable).  12  Add  additional  signature  blocks  as  needed.  Include  both  Fund/Pension  Plan  and  manager  making  the  trade  (if  applicable).  13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.  14 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.                                       A-9                           Form of Assignment and Assumption 





 






   [NAME OF RELEVANT PARTY], as [     ]    By: _________________________________     Name:  [Type Signatory Name]     Title:  [Type Signatory Title]                                         A-10                           Form of Assignment and Assumption 





 






                                     ANNEX 1 TO ASSIGNMENT AND ASSUMPTION                              [___________________]15                     STANDARD TERMS AND CONDITIONS FOR                          ASSIGNMENT AND ASSUMPTION            1.  Representations and Warranties.            1.1.  Assignor[s].  [The][Each] Assignor (a) represents and warrants that (i) it is the  legal  and  beneficial  owner  of  [the][the  relevant]  Assigned  Interest,  (ii)  [the][such]  Assigned  Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power  and  authority,  and  has  taken  all  action  necessary,  to  execute  and  deliver  this  Assignment  and  Assumption  and  to  consummate  the  transactions  contemplated  hereby  and  (iv)  it  is [not]  a  Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties  or  representations  made  in  or  in  connection  with  the  Credit  Agreement  or  any  other  Loan  Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value  of the Loan Documents [or any collateral thereunder], (iii) the financial condition of the Borrower,  any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document  or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any  other Person of any of their respective obligations under any Loan Document.            1.2.  Assignee.                  (1)    [The][Each] Assignee represents and warrants that:                             (i)  it  has  full  power  and  authority,  and  has  taken  all  action                  necessary,  to  execute and  deliver  this  Assignment  and  Assumption  and  to                  consummate the transactions contemplated hereby and to become a Lender                  under the Credit Agreement;                             (ii) it meets all the requirements to be an assignee under Section                  10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any,                  as may be required under Section 10.06(b)(iii) of the Credit Agreement);                             (iii) from and after the Effective Date, it shall be bound by the                  provisions of the Credit Agreement as a Lender thereunder and, to the extent                  of [the][the relevant] Assigned Interest, shall have the obligations of a Lender                  thereunder;                             (iv) it is sophisticated with respect to decisions to acquire assets                  of the type represented by [the][such] Assigned Interest and either it, or the                  Person  exercising  discretion  in  making  its  decision  to  acquire  [the][such]                  Assigned Interest, is experienced in acquiring assets of such type;                             (v)  it  has  received  a  copy  of  the  Credit  Agreement,  and  has                  received or has been accorded the opportunity to receive copies of the most                  recent  financial  statements  delivered  pursuant  to  Section  6.01  thereof,  as                  applicable, and such other documents and information as it deems appropriate                  to make its own credit analysis and decision to enter into this Assignment and                  Assumption and to purchase [the][such] Assigned Interest;                             (vi)  it  has,  independently  and  without  reliance  upon  the                  Administrative Agent or any other Lender and based on such documents and                  information as it has deemed appropriate, made its own credit analysis and                  decision  to  enter  into  this  Assignment  and  Assumption  and  to  purchase                  [the][such] Assigned Interest; and                                                     15 Describe Credit Agreement at option of Administrative Agent.                                       A-11                           Form of Assignment and Assumption 





 






                                     (vii)  if  it  is  a  Foreign  Lender,  attached  hereto  is  any            documentation  required  to  be  delivered  by  it  pursuant  to  the  terms  of  the            Credit Agreement, duly completed and executed by [the][such] Assignee;             (2)    [The][Each] Assignee agrees that:                       (i)  it  will,  independently  and  without  reliance  upon  the            Administrative Agent, [the][any] Assignor or any other Lender, and based on            such  documents  and  information  as  it  shall  deem  appropriate  at  the  time,            continue to make its own credit decisions in taking or not taking action under            the Loan Documents; and                       (ii)  it  will  perform  in  accordance  with  their  terms  all  of  the            obligations which by the terms  of the  Loan Documents are required to be            performed by it as a Lender.;            [(3)   [The][Each]  Assignee  (x)  represents  and  warrants,  as  of  the  Effective Date, to, and (y) covenants, from the Effective Date to the date such Person ceases  being a Lender party to the Credit Agreement, for the benefit of, [the][each] Assignor, the  Administrative  Agent  and  the Arranger  and  their  respective  Affiliates,  and  not,  for the  avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at  least one of the following is and will be true:                       (i) [the][such] Assignee  is not using “plan  assets” (within the            meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA)            of  one  or  more  Benefit  Plans  in  connection  with  the  Loans  or  the            Commitments;                       (ii)  the  transaction  exemption  set  forth  in  one  or  more  PTEs,            such as PTE 84-14 (a class exemption for certain transactions determined by            independent  qualified  professional  asset  managers),  PTE  95-60  (a  class            exemption  for  certain  transactions  involving  insurance  company  general            accounts),  PTE  90-1  (a  class  exemption  for  certain  transactions  involving            insurance company pooled separate accounts), PTE 91-38 (a class exemption            for certain transactions involving bank collective investment funds) or PTE            96-23 (a class exemption for certain transactions determined by in-house asset            managers), is applicable with respect to [the][such] Assignee’s entrance into,            participation  in,  administration  of  and  performance  of  the  Loans,  the            Commitments and the Credit Agreement and acquisition and holding of the            Assigned Interest;                       (iii) (A) [the][such] Assignee is an investment fund managed by            a “Qualified Professional Asset Manager” (within the meaning of Part VI of            PTE  84-14),  (B)  such  Qualified  Professional  Asset  Manager  made  the            investment  decision  on  behalf  of  [the][such]  Assignee  to  enter  into,            participate in, administer and perform the Loans, the Commitments and the            Credit Agreement and acquire and hold the Assigned Interest, (C) the entrance            into,  participation  in,  administration  of  and  performance of  the  Loans,  the            Commitments and the Credit Agreement and the acquisition and holding of            the Assigned Interest satisfies the requirements of sub-sections (b) through            (g)  of  Part  I  of  PTE  84-14  and  (D)  to  the  best  knowledge  of  [the][such]            Assignee,  the  requirements  of  subsection  (a)  of Part  I  of  PTE  84-14  are            satisfied with respect to [the][such] Assignee’s entrance into, participation in,            administration of and performance of the Loans, the Commitments and the                                 A-12                     Form of Assignment and Assumption 





 






                   Credit Agreement and acquisition and holding of the Assigned Interest; or                             (iv) such other representation, warranty and covenant as may be                  agreed  in  writing  between  the  Assignor,  in  its  sole  discretion,  the                  Administrative Agent, in its sole discretion, and [the][such] Assignee.16                  (4) In addition, unless either (1) sub-clause (i) in the immediately preceding        clause  (3)  is  true  with  respect  to  [the][an]  Assignee  or  (2)  [the][such]  Assignee  has        provided another representation, warranty and covenant in accordance with sub-clause (iv)        in the immediately preceding clause (3), [the][such] Assignee further (x) represents and        warrants, as of the Effective Date, to, and (y) covenants, from the Effective Date to the date        such  Person  ceases  being  a  Lender  party  to  the  Credit  Agreement,  for  the  benefit  of,        [the][each]  Assignor,  the  Administrative  Agent  and  the  Arranger  and  their  respective        Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that        none  of  [the][any]  Assignor,  the  Administrative  Agent  or  the  Arranger  or  any  of  their        respective  Affiliates  is  a  fiduciary  with  respect  to  the  assets  of  [the][such]  Assignee        involved in the Loans, the Commitments or the Credit Agreement (including in connection        with the reservation or exercise of any rights by the Administrative Agent under the Credit        Agreement, any Loan Document or any documents related thereto).]17            2.  Payments.  From and after the Effective Date, the Administrative Agent shall  make all payments in respect of [the][each] Assigned Interest (including payments of principal,  interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued  to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have  accrued from  and after the Effective Date.  Notwithstanding the foregoing, the Administrative  Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and  after the Effective Date to [the][the relevant] Assignee.            3.  General Provisions.  This Assignment and Assumption shall be binding upon,  and inure to the benefit of, the parties hereto and their respective successors and assigns.  This  Assignment and Assumption may be executed in any number of counterparts, which together shall  constitute  one  instrument.   Delivery  of  an  executed  counterpart  of  a  signature  page  of  this  Assignment and Assumption by telecopy shall be effective as delivery of a manually executed  counterpart  of  this  Assignment  and  Assumption.   This  Assignment  and  Assumption  shall  be  governed by, and construed in accordance with, the law of the State of New York.                                                                                                    16 This “escape-hatch” provision is expected to be used only in rare instances where a party cannot comply with the  other representations and covenants as drafted or in the event substantive ERISA provisions are later amended or  modified.  17 If the Credit Agreement contains the ERISA-related Lender representations, bracketed text is not required to be  included in the form of Assignment and Assumption Agreement.  However, if new lenders are entering the Credit  Agreement pursuant to an amendment, amendment and restatement, incremental facility or otherwise, and the Credit  Agreement does not contain the ERISA-related Lender representation set forth in Section 9.11 of the form Credit  Agreement,  the  form  of  Assignment  and  Assumption  Agreement  should  be  modified  to  include  the  bracketed  language.                                       A-13                           Form of Assignment and Assumption 





 






                                                                      EXHIBIT B                         FORM OF COMPLIANCE CERTIFICATE                                                                                                Check for distribution to PUBLIC and Private side Lenders1                                                                                                        Financial Statement Date:              ,      To:  Bank of America, N.A., as Administrative Agent   Ladies and Gentlemen:  Reference is made to that certain Term Loan Credit Agreement, dated as of April [9], 2020 (as  amended, restated, extended, supplemented or otherwise modified in writing from time to time,  the “Agreement;” the terms defined therein being used herein as therein defined), among Globe  Life Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto,  and]Bank of America, N.A., as Administrative Agent.  The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                 of the Borrower, and that, as such, he/she is authorized to  execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and  that:             [Use following paragraph 1 for fiscal year-end financial statements]  1.   The Borrower has delivered the year-end audited financial statements required by Section  6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together  with the report and opinion of an independent certified public accountant required by such section.            [Use following paragraph 1 for fiscal quarter-end financial statements]  1.   The Borrower has delivered the unaudited financial statements required by Section 6.01(b)  of the Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such financial  statements  fairly  present  the  financial  condition,  results  of  operations  and  cash  flows  of  the  Borrower  and  its  Subsidiaries  in  accordance  with  GAAP  as  at  such  date  and  for  such  period,  subject only to normal year-end audit adjustments and the absence of footnotes.  2.   The undersigned has reviewed and is familiar with the terms of the Agreement and has  made, or has caused to be made under his/her supervision, a detailed review of the transactions  and condition (financial or otherwise) of the Borrower during the accounting period covered by  such financial statements.  3.   A review of the activities of the Borrower during such fiscal period has been made under  the supervision of the undersigned with a view to determining whether during such fiscal period  the Borrower performed and observed all its Obligations under the Loan Documents, and                                    [select one:]  [to the best knowledge of the undersigned, during such fiscal period the Borrower performed  and observed each covenant and condition of the Loan Documents applicable to it, and no                                                    1    If this is not checked, this certificate will only be posted to Private side Lenders.                                       B-1                              Form of Compliance Certificate 





 






   Default has occurred and is continuing.]                                      --or--     [to  the  best  knowledge  of  the  undersigned,  during  such  fiscal  period  the  following     covenants or conditions have not been performed or observed and the following is a list     of each such Default and its nature and status:]  4.   The  representations  and  warranties  of  the  Borrower  contained  in  Article  V  of  the  Agreement (excluding Section 5.05(c)), and any representations and warranties of the Borrower  that are contained in any document furnished at any time under or in connection with the Loan  Documents,  are  true  and  correct  on  and  as  of  the  date  hereof,  except  to  the  extent  that  such  representations and warranties specifically refer to an earlier date, in which case they are true and  correct as of such earlier date, and except that for purposes of this Compliance Certificate, the  representations and warranties contained in Section 5.05(a) of the Agreement shall be deemed to  refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of  Section 6.01 of the Agreement, including the statements in connection with which this Compliance  Certificate is delivered.  5.   The financial covenant analyses and information set forth on Schedules 1 attached hereto  are true and accurate on and as of the date of this Certificate.                                            B-2                              Form of Compliance Certificate 





 






   IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Certificate  as  of                ,        .                                       GLOBE LIFE INC.                                                                                                                  By:                                            Name:  [Type Signatory Name]                                         Title:  [Type Signatory Title]                                         B-3                              Form of Compliance Certificate 





 






                        For the Quarter/Year ended ___________________(“Statement Date”)                                     SCHEDULE 1                                to the Compliance Certificate                                       ($ in 000’s)  I.    Section 7.11(a) – Consolidated Net Worth.        A.   Consolidated common and preferred shareholders’ equity              determined in accordance with GAAP at Statement Date  $         B.    The effect of application of FASB ASC 320 at Statement              Date                                              $         C.    Actual Consolidated Net Worth at Statement Date (Lines I.A              [+/-] I.B):                                       $         D.   Amount specified in Section 7.11(a)(i):            $ 3,999,029.25         E.   25% of Consolidated Net Income for each full fiscal quarter              ending after December 31, 2019 (no reduction for losses):  $         F.    75% of Net Proceeds from issuance and sale of Equity              Interests after December 31, 2019:                $         G.   Minimum required Consolidated Net Worth               (Lines I.D + I.E + I.F):                          $         E.   Excess (deficient) for covenant compliance (Line I.C –              I.G):                                             $           II.   Section  7.11  (b)  –  Consolidated  Indebtedness  to  Consolidated        Capitalization        A.   Indebtedness determined in accordance with GAAP at Statement              Date:                                                $         B.    Subordinated Debt, the aggregate principal amount of which does              not exceed 15% of Total Capitalization at Statement Date  $         C.    Consolidated Indebtedness at Statement Date (Line II.A – Line              II.B):                                               $         D.   Consolidated Capitalization at Statement Date              1.   Consolidated Net Worth (Line I.C above)         $               2.   Consolidated Indebtedness (Line II.C above)     $               3.   Subordinated Debt, the aggregate principal amount of                    which does not exceed 15% of Total Capitalization at                    Statement Date                                 $               4.   Consolidated Capitalization (Line II.D.1 + Line II.D.2 +                    Line II.D.3):                                  $         E.   Consolidated Indebtedness to Consolidated Capitalization (Line              II.C  Line II.D.4):                                          to 1                                       B-4                              Form of Compliance Certificate 





 






                Maximum permitted:                                   0.40 to 1                                                            B-5                  Form of Compliance Certificate 





 






                                                                      EXHIBIT C                                                                                                                FORM OF LOAN NOTICE                                                                                                     Date:  ___________, _____1  To:  Bank of America, N.A., as Administrative Agent   Ladies and Gentlemen:  Reference is made to that certain Term Loan Credit Agreement, dated as of April [9], 2020 (as  amended, restated, extended, supplemented or otherwise modified in writing from time to time,  the “Agreement;” the terms defined therein being used herein as therein defined), among Globe  Life Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto,  and Bank of America, N.A., as Administrative Agent.  The undersigned hereby requests (select one)2:           Indicate:   Indicate:  Indicate:    Indicate:      For Eurodollar         Borrowing   Applicable Requested   Base Rate Loan    Rate Loans        or Conversion Borrower   Amount          or            Indicate:              or        Name                Eurodollar Rate Interest Period (e.g.       Continuation                            Loan       1, 2, 3 or 6 month                                                           interest period)                                                                                                          The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section  2.01 of the Agreement.                                                      1 Note to Borrower.  All requests submitted under a single Loan Notice must be effective on the same date.  If multiple effective  dates are needed, multiple Loan Notices will need to be prepared and signed.  2 Note to Borrower.  For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each  borrowing/conversion and/or continuation.                                        C-1                                  Form of Loan Notice 





 






                     GLOBE LIFE INC.                     By:             Name:  [Type Signatory Name]          Title:  [Type Signatory Title]                           C-1   Form of Loan Notice 





 






                                                                      EXHIBIT D                                                                                                                    FORM OF NOTE                                                               FOR  VALUE  RECEIVED,  the  undersigned  (the  “Borrower”),  hereby  promises  to  pay  to  _____________________ or registered assigns (the “Lender”), in accordance with the provisions  of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time  made by the Lender to the Borrower under that certain Term Loan Credit Agreement, dated as of  April [9], 2020 (as amended, restated, extended, supplemented or otherwise modified in writing  from  time  to  time,  the  “Agreement;”  the  terms  defined  therein  being  used  herein  as  therein  defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America,  N.A., as Administrative Agent.  The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date  of such Loan until such principal amount is paid in full, at such interest rates and at such times as  provided  in  the  Agreement.   All  payments  of  principal  and  interest  shall  be  made  to  the  Administrative Agent for the account of the Lender in Dollars in immediately available funds at  the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such  unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date  of actual payment (and before as well as after judgment) computed at the per annum rate set forth  in the Agreement.  This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and  may be prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the  occurrence and continuation of one or more of the Events of Default specified in the Agreement,  all  amounts  then  remaining  unpaid  on  this  Note  shall  become,  or  may  be  declared  to  be,  immediately due and payable all as provided in the Agreement.  Loans made by the Lender shall  be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary  course of business. The Lender may also attach schedules to this Note and endorse thereon the  date, amount and maturity of its Loans and payments with respect thereto.  The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest  and demand and notice of protest, demand, dishonor and non-payment of this Note.                                         D-1                                    Form of Note 





 






   THIS  NOTE SHALL  BE GOVERNED  BY AND CONSTRUED  IN ACCORDANCE WITH  THE LAWS OF THE STATE OF NEW YORK.                                      GLOBE LIFE INC.                                                                                                                  By:                                            Name:  [Type Signatory Name]                                         Title:  [Type Signatory Title]                                         D-2                                    Form of Note 





 






                             LOANS AND PAYMENTS WITH RESPECT THERETO                                                                                      Amount                                               of                                            Principal                                               or      Outstandin           Type of    Amount     End of     Interest  g Principal             Loan      of Loan    Interest  Paid This   Balance     Notation  Date       Made       Made      Period      Date      This Date  Made By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               D-3                                 Form of Note 





 






                                                                       EXHIBIT I                                                                                                                                                                                                    FORM OF                      U.S. TAX COMPLIANCE CERTIFICATE     (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)                                                       Reference is hereby made to the Term Loan Credit Agreement dated as of April  [9],  2020  (as  amended,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Credit  Agreement”) among Globe Life Inc., a Delaware corporation (the “Borrower”), the Lenders from  time to time party thereto, and Bank of America, N.A., as Administrative Agent.               Pursuant  to  the  provisions  of  Section  3.01(e)  of  the  Credit  Agreement,  the  undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as  well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,  (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten  percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and  (iv)  it  is  not  a  controlled  foreign  corporation  related  to  the  Borrower  as  described  in  Section  881(c)(3)(C) of the Code.               The undersigned has furnished the Administrative Agent and the Borrower with a  certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable).  By  executing  this  certificate,  the  undersigned  agrees  that  (1)  if  the  information  provided  on  this  certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative  Agent,  and  (2)  the  undersigned  shall  have  at  all  times  furnished  the  Borrower  and  the  Administrative Agent with a properly completed and currently effective certificate in either the  calendar year in which each payment is to be made to the undersigned, or in either of the two  calendar years preceding such payments.                Unless otherwise defined herein, terms defined in the Credit Agreement and used  herein shall have the meanings given to them in the Credit Agreement.   [NAME OF LENDER]     By:  _______________________      Name:  [Type Signatory Name]      Title:  [Type Signatory Title]      Date: ________ __, 20[  ]                                            I                            U.S. Tax Compliance Certificate 





 






                                     FORM OF                      U.S. TAX COMPLIANCE CERTIFICATE    (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)                                                       Reference is hereby made to the Term Loan Credit Agreement dated as of April  [9],  2020  (as  amended,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Credit  Agreement”) among Globe Life Inc., a Delaware corporation (the “Borrower”), the Lenders from  time to time party thereto, and Bank of America, N.A., as Administrative Agent.               Pursuant  to  the  provisions  of  Section  3.01(e)  of  the  Credit  Agreement,  the  undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation  in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section  881(c)(3)(A)  of  the  Code,  (iii)  it  is  not  a  ten  percent  shareholder  of  the  Borrower  within  the  meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation  related to the Borrower as described in Section 881(c)(3)(C) of the Code.               The undersigned has furnished its participating Lender with a certificate of its non- U.S.  Person  status  on  IRS  Form  W-8BEN-E  (or  W-8BEN,  as  applicable).   By  executing  this  certificate, the undersigned agrees that (1) if the information provided on this certificate changes,  the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall  have  at  all  times  furnished  such  Lender  with  a  properly  completed  and  currently  effective  certificate in either the calendar year in which each payment is to be made to the undersigned, or  in either of the two calendar years preceding such payments.               Unless otherwise defined herein, terms defined in the Credit Agreement and used  herein shall have the meanings given to them in the Credit Agreement.   [NAME OF PARTICIPANT]     By:  _______________________     Name:  [Type Signatory Name]     Title:  [Type Signatory Title]     Date: ________ __, 20[  ]                                          I                   U.S. Tax Compliance CertificateError! Unknown document property name. 





 






                                     FORM OF                      U.S. TAX COMPLIANCE CERTIFICATE     (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)                                                       Reference is hereby made to the Term Loan Credit Agreement dated as of April  [9],  2020  (as  amended,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Credit  Agreement”) among Globe Life Inc., a Delaware corporation (the “Borrower”), the Lenders from  time to time party thereto, and Bank of America, N.A., as Administrative Agent.                 Pursuant  to  the  provisions  of  Section  3.01(e)  of  the  Credit  Agreement,  the  undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of  which  it  is  providing  this  certificate,  (ii)  its  direct  or  indirect  partners/members  are  the  sole  beneficial  owners  of  such  participation,  (iii)  with  respect  such  participation,  neither  the  undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant  to a loan agreement entered into in the ordinary course of its trade or business within the meaning  of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten  percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and  (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the  Borrower as described in Section 881(c)(3)(C) of the Code.                The undersigned has furnished its participating Lender with IRS Form W-8IMY  accompanied by one of the following forms from each of its partners/members that is claiming the  portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an  IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from  each  of  such  partner’s/member’s  beneficial  owners  that  is  claiming  the  portfolio  interest  exemption.   By  executing  this  certificate,  the  undersigned  agrees  that  (1)  if  the  information  provided on this certificate changes, the undersigned shall promptly so inform such Lender and  (2) the undersigned shall have at all times furnished such Lender with a properly completed and  currently effective certificate in either the calendar year in which each payment is to be made to  the undersigned, or in either of the two calendar years preceding such payments.                                                          I                   U.S. Tax Compliance CertificateError! Unknown document property name. 





 






               Unless otherwise defined herein, terms defined in the Credit Agreement and used  herein shall have the meanings given to them in the Credit Agreement.   [NAME OF PARTICIPANT]     By:  _______________________     Name:  [Type Signatory Name]     Title:  [Type Signatory Title]     Date: ________ __, 20[  ]                                          I                   U.S. Tax Compliance CertificateError! Unknown document property name. 





 






                                     FORM OF                      U.S. TAX COMPLIANCE CERTIFICATE       (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)                                                       Reference is hereby made to the Term Loan Credit Agreement dated as of April  [9],  2020  (as  amended,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Credit  Agreement”) among Globe Life Inc., a Delaware corporation (the “Borrower”), the Lenders from  time to time party thereto, and Bank of America, N.A., as Administrative Agent.               Pursuant  to  the  provisions  of  Section  3.01(e)  of  the  Credit  Agreement,  the  undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as  any  Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct  or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s)  evidencing  such  Loan(s)),  (iii)  with  respect  to  the  extension  of  credit  pursuant  to  this  Credit  Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect  partners/members  is  a  bank  extending  credit  pursuant  to  a  loan  agreement  entered  into  in  the  ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,  (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower  within  the  meaning  of  Section  871(h)(3)(B)  of  the Code and  (v)  none of  its  direct  or  indirect  partners/members  is  a  controlled  foreign  corporation  related  to  the  Borrower  as  described  in  Section 881(c)(3)(C) of the Code.               The undersigned has furnished the Administrative Agent and the Borrower with  IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members  that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as  applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN,  as  applicable)  from  each  of  such  partner’s/member’s  beneficial  owners  that  is  claiming  the  portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the  information provided on this certificate changes, the undersigned shall promptly so inform the  Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished  the  Borrower  and  the  Administrative Agent  with  a  properly  completed  and  currently  effective  certificate in either the calendar year in which each payment is to be made to the undersigned, or  in either of the two calendar years preceding such payments.               Unless otherwise defined herein, terms defined in the Credit Agreement and used  herein shall have the meanings given to them in the Credit Agreement.   [NAME OF LENDER]   By:  _______________________     Name:  [Type Signatory Name]     Title:  [Type Signatory Title]     Date: ________ __, 20[  ]                              [Signature Page to Term Loan Credit Agreement]