Exhibit 10.1


 





 



 


Published CUSIP Number: 02607LAL0 (Deal)


02607LAM8 (Revolving Facility)


 


CREDIT AGREEMENT


 


Dated as of June 2, 2016


 


among


 


AMERICAN
FINANCIAL GROUP, INC.,

as the Borrower,


 


BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer,


 


JPMORGAN CHASE BANK, N.A.,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

and

PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agents


 


and


 


The Other Lenders Party Hereto


 


MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED,

as Joint Lead Arranger and Joint Book Manager


 


JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arranger and Joint Book Manager


 


WELLS FARGO SECURITIES, LLC

as Joint Lead Arranger and Joint Book Manager


 


PNC CAPITAL MARKETS LLC,

as Joint Lead Arranger and Joint Book Manager


 


and


 


BRANCH BANKING & TRUST COMPANY


and


KEYBANK NATIONAL ASSOCIATION


And


U.S. BANK NATIONAL ASSOCIATION,


as Co-Documentation Agents


 




     


     


    

 


TABLE OF CONTENTS


 





	Section	Page 
	 	 
	ARTICLE I. DEFINITIONS AND
    ACCOUNTING TERMS	1
	 	1.01	Defined Terms	1
	 	1.02	Other Interpretive Provisions	25
	 	1.03	Accounting Terms	26
	 	1.04	Rounding	26
	 	1.05	Times of Day	27
	 	1.06	Letter of Credit Amounts.	27
	 	 	 	 
	ARTICLE II. THE COMMITMENTS
    AND CREDIT EXTENSIONS	27
	 	2.01	Revolving Loans	27
	 	2.02	Borrowings, Conversions and Continuations
    of Revolving Loans	27
	 	2.03	Letters of Credit	29
	 	2.04	Prepayments	38
	 	2.05	Termination or Reduction of Commitments	38
	 	2.06	Repayment of Loans	39
	 	2.07	Interest	39
	 	2.08	Fees	39
	 	2.09	Computation of Interest and Fees.	40
	 	2.10	Evidence of Debt	40
	 	2.11	Payments Generally; Administrative Agent’s
    Clawback	41
	 	2.12	Sharing of Payments by Lenders	43
	 	2.13	Increase in Commitments	43
	 	2.14	Cash Collateral	44
	 	2.15	Defaulting Lenders	46
	 	 	 	 
	ARTICLE III. TAXES, YIELD
    PROTECTION AND ILLEGALITY	48
	 	3.01	Taxes	48
	 	3.02	Illegality	53
	 	3.03	Inability to Determine Rates	54
	 	3.04	Increased Costs; Reserves on Eurodollar Rate
    Loans	54
	 	3.05	Compensation for Losses	56
	 	3.06	Mitigation Obligations; Replacement of Lenders	56
	 	3.07	Survival	57
	 	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT
    TO CREDIT EXTENSIONS	57
	 	4.01	Conditions of Initial Credit Extension	57
	 	4.02	Conditions to all Credit Extensions	59
	 	 	 	 
	ARTICLE V. REPRESENTATIONS
    AND WARRANTIES	59
	 	5.01	Existence, Qualification and Power	59
	 	5.02	Authorization; No Contravention	60
	 	5.03	Governmental Authorization; Other Consents.	60
	 	5.04	Binding Effect	60




 




    	 	i	 



     


    

 


	 	5.05	Financial Statements;
    No Material Adverse Effect	60
	 	5.06	Litigation	61
	 	5.07	No Default	61
	 	5.08	Ownership of Property; Liens	61
	 	5.09	Environmental Compliance	61
	 	5.10	Insurance	61
	 	5.11	Taxes	62
	 	5.12	ERISA Compliance	62
	 	5.13	Subsidiaries; Equity Interests	63
	 	5.14	Margin Regulations; Investment Company Act	63
	 	5.15	Disclosure	63
	 	5.16	Compliance with Laws	63
	 	5.17	Taxpayer Identification Number	64
	 	5.18	Intellectual Property; Licenses, Etc.	64
	 	5.19	OFAC	64
	 	5.20	Anti-Corruption Laws	64
	 	5.21	EEA Financial Institution	64
	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	64
	 	6.01	Financial Statements	64
	 	6.02	Certificates; Other Information	65
	 	6.03	Notices	67
	 	6.04	Payment of Obligations	68
	 	6.05	Preservation of Existence, Etc.	68
	 	6.06	Maintenance of Properties	68
	 	6.07	Maintenance of Insurance	68
	 	6.08	Compliance with Laws	68
	 	6.09	Books and Records	69
	 	6.10	Inspection Rights	69
	 	6.11	Use of Proceeds	69
	 	6.12	Maintenance of Insurance Licenses	69
	 	6.13	Anti-Corruption Laws	69
	 	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	69
	 	7.01	Liens	69
	 	7.02	Investments	70
	 	7.03	Indebtedness	71
	 	7.04	Fundamental Changes	71
	 	7.05	Restricted Payments; Stock Redemptions	72
	 	7.06	Change in Nature of Business	72
	 	7.07	Transactions with Affiliates	73
	 	7.08	Burdensome Agreements	73
	 	7.09	Use of Proceeds	73
	 	7.10	Financial Covenants	73
	 	7.11	Additional Debt Subordination	74
	 	7.12	Tax Sharing Agreements	74
	 	7.13	Equity Issuances by Subsidiaries	74


 




    	 	ii	 



     


    

 


	 	7.14	Senior Notes	74
	 	7.15	Sanctions	74
	 	7.16	Anti-Corruptions Laws	74
	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT
    AND REMEDIES	74
	 	8.01	Events of Default	74
	 	8.02	Remedies Upon Event of Default	77
	 	8.03	Application of Funds	77
	 	 	 	 
	ARTICLE IX. ADMINISTRATIVE
    AGENT	78
	 	9.01	Appointment and Authority	78
	 	9.02	Rights as a Lender	78
	 	9.03	Exculpatory Provisions	79
	 	9.04	Reliance by Administrative Agent	80
	 	9.05	Delegation of Duties	80
	 	9.06	Resignation of Administrative Agent	80
	 	9.07	Non-Reliance on Administrative Agent and
    Other Lenders	82
	 	9.08	No Other Duties, Etc.	82
	 	9.09	Administrative Agent May File Proofs of Claim	82
	 	 	 	 
	ARTICLE X. MISCELLANEOUS	83
	 	10.01	Amendments, Etc.	83
	 	10.02	Notices; Effectiveness; Electronic Communication	84
	 	10.03	No Waiver; Cumulative Remedies; Enforcement	86
	 	10.04	Expenses; Indemnity; Damage Waiver	87
	 	10.05	Payments Set Aside	89
	 	10.06	Successors and Assigns	89
	 	10.07	Treatment of Certain Information; Confidentiality	94
	 	10.08	Right of Setoff	95
	 	10.09	Interest Rate Limitation	95
	 	10.10	Counterparts; Integration; Effectiveness	96
	 	10.11	Survival of Representations and Warranties	96
	 	10.12	Severability	96
	 	10.13	Replacement of Lenders	96
	 	10.14	Governing Law; Jurisdiction; Etc.	97
	 	10.15	Waiver of Jury Trial	98
	 	10.16	No Advisory or Fiduciary Responsibility	98
	 	10.17	Electronic Execution of Assignments and Certain
    Other Documents	99
	 	10.18	USA PATRIOT Act	99
	 	10.19	Time of the Essence	100
	 	10.20	ENTIRE AGREEMENT	100
	 	10.21	Acknowledgement and Consent to Bail-In of
    EEA Financial Institutions	100
	 	 	 	 
	SIGNATURES	S-1







 


 




    	 	iii	 



     


    

 


SCHEDULES


 


	 	2.01	Commitments
                                         and Applicable Percentages



		5.12(d)	ERISA
                                         Compliance



		5.13	Subsidiaries;
                                         Other Equity Investments



		7.03	Existing
                                         Indebtedness



		10.02	Administrative
                                         Agent’s Office; Certain Addresses for Notices



 


EXHIBITS


 


Form of


 


		A	Revolving Loan Notice



		B	Note



		C	Compliance Certificate



		D-1	Assignment and Assumption



		D-2	Administrative Questionnaire



		E	Subordination Agreement



		F	Joinder Agreement



		G	Forms of U.S. Tax Compliance Certificates



 




    	 	iv	 



     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(“Agreement”) is entered into as of June 2, 2016, among AMERICAN FINANCIAL GROUP, INC., an Ohio corporation
(the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and PNC BANK,
NATIONAL ASSOCIATION, as Syndication Agents, BRANCH BANKING & TRUST COMPANY, KEYBANK NATIONAL ASSOCIATION, and U.S. BANK NATIONAL
ASSOCIATION, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.


 


The Borrower has requested
that the Lenders provide a revolving credit facility (including a discretionary letter of credit facility), and the Lenders are
willing to do so on the terms and conditions set forth herein.


 


In consideration of
the mutual covenants and agreements herein contained, the parties hereto covenant and agree 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, with respect to any Person (a) an investment in, or a purchase of a Controlling interest in, the Equity Interests of any
other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person
or of any business unit of another Person, or (c) any merger or consolidation of such Person with any other Person or other transaction
or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in
the Equity Interests, of any Person, in each case, in any transaction or group of transactions which are part of a common plan.


 


“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 substantially the form of Exhibit D-2 or any other
form approved by the Administrative Agent.


 


“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 such Person, and shall include (a) any officer or director or general partner
of such Person and (b) any Person or Affiliate of such Person that, directly or indirectly, beneficially owns either (i) at
least 30% of the outstanding voting Equity Interests of such Person or (ii) at least 30% of all Equity Interests of such
Person.


 




    	 	1	 



     


    

 


“AFG Capital
Trust Securities” means capital stock issued by American Financial Capital Trust II or any other trust or similar
entity, the proceeds of which are invested by such Person in an equivalent amount of Subordinated Debentures.


 


“Agent Fee
Letter” means the letter agreement, dated April 29, 2016, among the Borrower, the Administrative Agent and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15.
If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments
have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The 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, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


 





	Applicable Rate
	Pricing
 Level	 	Debt Ratings
 S&P/Moody’s	 	Commitment
 Fee	 	 	Eurodollar
 Rate Loan	 	 	Base Rate
 Loan	 	 	Letter of
 Credit Fee	 
	1	 	A/A2 or better	 	 	0.125	%	 	 	1.000	%	 	 	0.000	%	 	 	1.000	%
	2	 	A-/A3	 	 	0.150	%	 	 	1.125	%	 	 	0.125	%	 	 	1.125	%
	3	 	BBB+/Baa1	 	 	0.175	%	 	 	1.375	%	 	 	0.375	%	 	 	1.375	%
	4	 	BBB/Baa2	 	 	0.225	%	 	 	1.625	%	 	 	0.625	%	 	 	1.625	%
	5	 	BBB-/Baa3 or lower	 	 	0.300	%	 	 	1.875	%	 	 	0.875	%	 	 	1.875	%





 


“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 (a) if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing
Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the
Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of more than one level, then
the Pricing Level that is one level higher than the Pricing Level of the lower Debt Rating shall
apply; (c) if the Borrower has only one Debt Rating, the Pricing Level of such Debt Rating shall apply; and (d) if the
Borrower does not have a Debt Rating, Pricing Level 5 shall apply.


 




    	 	2	 



     


    

 


Initially, the Applicable Rate shall be
determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter,
each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case
of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof
pursuant to Section 6.03(e) and ending on the date immediately preceding the effective date of the next such change
and, in the case of a downgrade, 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
Bank” has the meaning specified in the definition of “Cash and Equivalents”.


 


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


 


“Arrangers”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment
banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity
as joint lead arranger and joint book manager, JPMorgan Chase Bank, N.A. (which may act through its affiliate, J.P. Morgan Securities
LLC), in its capacity as joint lead arranger and joint book manager, Wells Fargo Securities, LLC, in its capacity as joint lead
arranger and joint book manager, and PNC Capital Markets LLC, in its capacity as joint lead arranger and joint book manager. 


 


“Arrangers
Fee Letters” means, collectively, the letter agreements, each dated April 29, 2016, among the Borrower and each of the
Arrangers (other than Merrill Lynch, Pierce Fenner & Smith Incorporated).


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit D-1 or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized 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, and (b) in
respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for
as a Capitalized Lease.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal
year ended December 31, 2015, 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.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 




    	 	3	 



     


    

 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of
the Commitments pursuant to Section 8.02.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrowing”
means a Revolving Borrowing.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates
to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.


 


“Capital
Trust Securities” means AFG Capital Trust Securities.


 


“Capitalized
Lease” means any lease which is required to be capitalized on the balance sheet of the lessee in accordance with GAAP.


 


“Capitalized
Lease Obligations” means the amount of the liability reflecting the aggregate discounted amount of future payments under
all Capitalized Leases calculated in accordance with GAAP.


 




    	 	4	 



     


    

 


“Cash and
Equivalents” means unrestricted and unencumbered (a) cash, (b) securities based or directly and fully guaranteed
or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of
the United States of America is pledged in support thereof) having maturities of not more than 180 days from the date of acquisition,
(c) Dollar denominated time and demand deposits and certificates of deposit of (i) any Lender, (ii) any domestic
commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper
rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof
(any such bank being an “Approved Bank”), in each case with maturities of not more than 180 days from the date
of acquisition, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company
thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof)
or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within 180 days of the date of
acquisition, (e) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities
dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America in which the Borrower or any of its Subsidiaries shall have a perfected first priority security interest (subject
to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the repurchase obligations,
(f) Investments, classified in accordance with GAAP as current assets, in money market investments programs registered under
the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at
least $500,000,000.


 


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


 


“CLO”
means any collateralized debt obligation fund managed by the Borrower or a Subsidiary.


 


“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, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law”, regardless of the date enacted, adopted, implemented or issued.


 




    	 	5	 



     


    

 


“Change of
Control” means an event or series of events by which: (a) during any period of 24 consecutive months, a majority of
the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i)
who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination
to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination
to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting
at the time of such election or nomination at least a majority of that board or equivalent governing body; (b) 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, whether such right is exercisable immediately or only after
the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities
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 securities that such person or group has the right to acquire pursuant to any option right);
(c) the Borrower shall cease to own directly, or indirectly through a direct non-regulated subsidiary holding company (which does
not (i) have any material Indebtedness, (ii) transact any material business and (iii) own any material assets other than Equity
Interests of GAIC and other Insurance Subsidiaries) in which the Borrower owns 100% of the Equity Interests, 100% of the voting
common stock of GAIC; (d) GAFRI or any of its Subsidiaries (or any combination thereof) shall cease to own, directly or indirectly
through a direct non-regulated holding company (which does not (i) have any material Indebtedness, (ii) transact any material
business, and (iii) own any material assets other than Equity Interests of GALIC and other Insurance Subsidiaries) in which GAFRI
or one of its Subsidiaries (or any combination thereof) owns 100% of the Equity Interests, 100% of the voting common stock of
GALIC; or (e) any Change of Control (howsoever defined) shall occur with respect to any other Indebtedness of the Borrower or
any of its Subsidiaries.


 


“Closing
Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 10.01.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01,
and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C.


 




    	 	6	 



     


    

 


“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
Net Worth” means, on any date, the amount reported by the Borrower, determined in accordance with GAAP on a consolidated
basis, as “Total Shareholders’ Equity” on its Form 10-K or Form 10-Q, but excluding (a) all amounts
in respect of unrealized gains or losses recorded pursuant to ASC 320, and (b) any mandatorily redeemable capital stock (or
redeemable shares of other beneficial interest), in each case as determined in accordance with GAAP and Section 7.10.


 


“Consolidated
Total Financing Debt” means, on any date, on a consolidated basis determined in accordance with GAAP and Section 7.10
for the Borrower and its Subsidiaries (a) the sum of (i) principal amount of indebtedness for borrowed money,
or indebtedness evidenced by notes, debentures, Capitalized Leases, guarantees (excluding guarantees of indebtedness already included
as Indebtedness) or similar instruments, (ii) indebtedness for the deferred purchase price of assets (other than the normal
trade accounts payable), and (iii) indebtedness in respect of mandatory redemption or dividend rights related to an Equity
Interest, but (b) excluding (i) any liabilities of a CLO, provided such liabilities are Non-Recourse Indebtedness,
and (ii) Non-Recourse Real Estate Indebtedness of the Borrower and its Subsidiaries.


 


“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.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Debt Rating”
has the meaning specified in the definition of “Applicable Rate.”


 


“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.


 




    	 	7	 



     


    

 


“Default
Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal
to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when
used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, or any other Lender any
other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business
Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does not
intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or
public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on
such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable
default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent
and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and
the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any
Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit
of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, 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, and of the effective date of
such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such
determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer and each other Lender promptly
following such determination.


 


“Designated
Jurisdiction” means any country, territory or region to the extent that such country, territory or region itself is
the subject of any Sanction.


 




    	 	8	 



     


    

 


“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.


 


“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.


 


“Eligible
Assignee” means any Qualified Institutional Buyer and any other Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).


 


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


 


“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 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.


 




    	 	9	 



     


    

 


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


 


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


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension
Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan
is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432
of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“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 (“LIBOR”)
or a comparable or successor rate, which rate is approved by the Administrative Agent, 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 Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
and


 


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


 


(c)          if
the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement;


 




    	 	10	 



     


    

 


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


 


“Eurodollar
Rate Loan” means a Revolving Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate.”


 


“Event of
Default” has the meaning specified in Section 8.01.


 


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


 


“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, imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof), (b) Other Connection Taxes, (c) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request
by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent
that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office,
(d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (e) any U.S. federal withholding
Taxes imposed pursuant to FATCA.


 


“Existing
Credit Agreement” means that certain Credit Agreement dated as of December 5, 2012 among the Borrower, Bank of America,
as administrative agent, and a syndicate of lenders, as amended, modified or supplemented from time to time.


 


“Existing
Indebtedness” means that Indebtedness of the Subsidiaries other than Intercompany Indebtedness outstanding on the Closing
Date and listed on Schedule 7.03.


 


“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) and any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall
be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day
on such transactions as determined by the Administrative Agent.


 




    	 	11	 



     


    

 


“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.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Applicable Percentage of the
outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has
been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the Financial Accounting Standards Board’s
Accounting Standards Codification, that are applicable to the circumstances as of the determination date.


 


“GAFRI”
means Great American Financial Resources, Inc., a Delaware corporation.


 


“GAIC”
means Great American Insurance Company, an Ohio insurance company.


 


“GALIC”
means Great American Life Insurance Company, an Ohio insurance company.


 


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


 




    	 	12	 



     


    

 


“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.


 


“Honor Date”
has the meaning specified in Section 2.03(c)(i).


 


“Hybrid Securities”
has the meaning specified in the last paragraph of Section 7.10.


 


“Increase
Effective Date” has the meaning specified in Section 2.13.


 


“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;


 


(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 other than under insurance policies issued by an Insurance
Subsidiary;


 


(c)          net
obligations of such Person under any Swap Contract;


 


(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);


 


(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;


 




    	 	13	 



     


    

 


(f)          Capitalized
Leases and Synthetic Lease Obligations;


 


(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 Capitalized 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.
Without limiting the foregoing, the Indebtedness issued by any CLO shall not constitute Indebtedness of the Borrower or any Subsidiary
of the Borrower so long as the holders of such indebtedness do not have any direct or indirect recourse against the Borrower or
any of its Subsidiaries for the principal of, premium if any on, and interest on such Indebtedness regardless of whether such
Indebtedness appears as a liability on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP.


 


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


 


“Indemnitees”
has the meaning specified in Section 10.04(b).


 


“Information”
has the meaning specified in Section 10.07.


 


“Insurance
Authorities” means collectively, in relation to any particular jurisdiction, the insurance regulatory authorities, commissions,
agencies, departments, boards or other authorities of or in that jurisdiction.


 


“Insurance
Subsidiary” means each Significant Subsidiary of the Borrower engaged primarily in the insurance business and licensed
as an insurance company in one or more states or Puerto Rico.


 


“Intercompany
Indebtedness” means Indebtedness payable by one Subsidiary to the Borrower or another Subsidiary.


 


“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 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 first Business Day after the end of each March, June, September and
December and the Maturity Date.


 




    	 	14	 



     


    

 


“Interest
Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected
by the Borrower in its Revolving Loan Notice, or, in the case of Eurodollar Rate Loans, such other period that is twelve months
or less requested by the Borrower and consented to by all the Lenders; provided that:


 


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


 


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


 


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


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) any loan,
advance or extension of credit (including Guarantees), (b) any capital contribution or purchase of Equity Interests, and
(c) any acquisition of property other than upon full payment in cash at fair market value; provided, however
that the term “Investment” shall not include (i) investments and reinvestments in portfolio securities, loans,
limited partnership interests, equity investments, investments in CLOs and other similar investments (collectively, “portfolio
assets”) in the ordinary course of business, (ii) sales or other transfers of portfolio assets among the Borrower and
its Subsidiaries in the ordinary course of business, (iii) trade and customer accounts receivable for property leased, goods
furnished or services rendered in the ordinary course of business and payable on a current basis in accordance with customary
trade terms, (iv) deposits, advances or prepayments to suppliers for property leased or licensed, goods furnished and services
rendered in the ordinary course of business, (v) advances to employees for relocation and travel expenses, drawing accounts
and similar expenditures, (vi) stock or other securities acquired in connection with the satisfaction or enforcement of Indebtedness
or claims due to any Person or as security for any such Indebtedness or claims or (vii) demand deposits in banks or similar
financial institutions. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in value of such Investment.


 


“IP Rights”
has the meaning specified in Section 5.18.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 




    	 	15	 



     


    

 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter
of Credit.


 


“Joinder
Agreement” means the Joinder Agreement, substantially in the form of Exhibit F, executed by any Subsidiary
of the Borrower for whose account a Letter of Credit is issued.


 


“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.


 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Revolving Borrowing.


 


“L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof,
or the increase of the amount thereof. Any L/C Credit Extension shall be at the sole discretion of the L/C Issuer.


 


“L/C Issuer”
means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


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


 


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


 


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


 


“Letter of
Credit” means any standby letter of credit issued hereunder.


 


“Letter of
Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by the L/C Issuer.


 




    	 	16	 



     


    

 


“Letter of
Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day
is not a Business Day, the next preceding Business Day).


 


“Letter of
Credit Fee” has the meaning specified in Section 2.03(h).


 


“Letter of
Credit Obligor” means the Borrower and any Subsidiary who may execute a Joinder Agreement.


 


“Letter of
Credit Sublimit” means an amount equal to $25,000,000. The Letter of Credit Sublimit is part of, and not in addition
to, the Aggregate Commitments.


 


“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).


 


“Limited
Purpose Investment Vehicle” means any limited partnership, limited liability company or similar entity established for
purposes of making or holding an investment in debt or equity securities, loans, real estate and improvements or similar assets
and which is subject to limitations and restrictions in its organizational documents or other contracts to which it is a party
limiting the activities of such entity to making, holding and managing such investment(s), incurring indebtedness secured by such
investment(s) and matters incidental thereto.


 


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


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, the Subordination Agreement, any agreement creating or perfecting rights
in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement, the Arrangers Fee Letters, and the
Agent Fee Letter.


 


“Loan Parties”
means, collectively, the Borrower and each other Letter of Credit Obligor.


 


“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, individually,
or the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the ability of any Loan Party 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 any Loan Party of any Loan Document to which it is a party.


 




    	 	17	 



     


    

 


“Maturity
Date” means the earliest of (a) June 2, 2021 (provided, however, if such date is not a Business Day, the date which
is the next preceding Business Day), (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05
and (c) the date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02.



 


“Minimum
Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account
balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with
respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with Section 2.14(a)(i),
(a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of L/C Obligations, and (iii) otherwise,
an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.


 


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


 


“NAIC”
means the National Association of Insurance Commissioners.


 


“National
Interstate” means National Interstate Corporation, an Ohio corporation.


 


“Net Cash
Proceeds” means, with respect to an issuance of any Equity Interests by any Person, the cash proceeds received by such
Person in connection with such transaction (including any cash received in respect of non-cash proceeds, but only when and as
received) after deducting therefrom the aggregate, without duplication, of the following amounts to the extent properly attributable
to such transaction: (a) reasonable fees and commissions (including without limitation brokerage commissions, legal fees,
finder’s fees, financial advisory fees, fees for solvency opinions, accounting fees, underwriting fees, investment banking
fees, survey, title insurance, appraisals, notaries and other similar commissions and fees and expenses), paid, payable or reimbursed
by such Person; (b) filing, recording or registration fees or charges or similar fees or charges paid by such Person; and
(c) taxes paid or payable by such Person or any shareholder, partner or member of such Person to governmental taxing authorities
as a result of such issuance (after taking into account any available tax credits or deductions or any tax sharing arrangements
to the extent actually utilized).


 


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


 




    	 	18	 



     


    

 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


 


“Non-Recourse
Indebtedness” means, with respect to the Borrower and its Subsidiaries, any Indebtedness of the Borrower, any of its
Subsidiaries or any CLO for which the owner of such Indebtedness has no recourse, directly or indirectly, to the Borrower or any
of its Subsidiaries or to any property of the Borrower or any of its Subsidiaries for the principal of, premium, if any, and interest
on such Indebtedness, and for which the Borrower and its Subsidiaries are not directly or indirectly liable for the principal
of, premium, if any, and interest on such Indebtedness.


 


“Non-Recourse
Real Estate Indebtedness” means, with respect to any Person, any Indebtedness of such Person for which the owner of
such Indebtedness has no recourse, directly or indirectly, to such Person for the principal of, premium, if any, and interest
on such Indebtedness, and for which such Person is not directly or indirectly obligated or otherwise liable for the principal
of, premium, if any, and interest on such Indebtedness, except with respect to real property of such Person pursuant to mortgages,
deeds of trust or other security interests to which such Indebtedness relates, provided that recourse obligations or liabilities
solely for fraud, environmental matters and other customary “non-recourse carve-outs” in respect of any Indebtedness
will not prevent Indebtedness from being classified as Non-Recourse Real Estate Indebtedness.


 


“Note”
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 B.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party 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.


 




    	 	19	 



     


    

 


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


 


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


 


“Outstanding
Amount” means (a) with respect to Revolving Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving Loans occurring on such date; and (b) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including
as a result of any reimbursements by the Borrower of Unreimbursed Amounts.


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“PCAOB”
means the Public Company Accounting Oversight Board.


 


“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 (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained
or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to
the minimum funding standards under Section 412 of the Code.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 




    	 	20	 



     


    

 


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


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 


“Qualified
Institutional Buyer” means any domestic or foreign bank, insurance company (other than any of the Borrower’s Affiliates
or Subsidiaries) savings and loan association, or registered investment company which in the aggregate owns and invests on a discretionary
basis at least $100,000,000 in securities and which has a net worth of at least $100,000,000; provided, however,
so long as no Event of Default has occurred and is continuing, the Borrower shall approve any assignment to a Qualified Institutional
Buyer to the extent required under Section 10.06(b).


 


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


 


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


 


“Registered
Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Borrower as
provided in the Securities Laws.


 


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


 


“Removal
Effective Date” has the meaning specified in Section 9.06(b).


 


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


 


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


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposure representing more than 50% of the Total Credit Exposure
of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any
time; provided, that, any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated
to and funded by another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.


 


“Resignation
Effective Date” has the meaning specified in Section 9.06(a).


 




    	 	21	 



     


    

 


“Responsible
Officer” means a chief executive officer, president, executive vice president, senior vice president, vice president,
chief financial officer, general counsel, treasurer or assistant treasurer of a Loan Party, solely for purposes of the delivery
of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely
for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any
of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party
designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means (a) the declaration or payment of any dividend on any Equity Interest of the Borrower or any Subsidiary,
other than dividends payable solely in shares of common stock, (b) the purchase or other retirement of any class of Equity
Interest of the Borrower or any Subsidiary, (c) any other distribution on or in respect of any class of Equity Interest of
the Borrower or any Subsidiary, and (d) any payment of principal or interest or premium on, or any purchase or other retirement
of, any Indebtedness required to be subordinated to the Obligations under this Agreement and the other Loan Documents, including
(i) the Subordinated Debentures, and (ii) intercompany debt obligations of the Borrower owing to any of its Subsidiaries
or Affiliates.


 


“Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving 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.


 


“Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding
Revolving Loans and such Lender’s participation in L/C Obligations at such time.


 


“Revolving
Loan” has the meaning specified in Section 2.01.


 


“Revolving
Loan Notice” means a notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans from one Type
to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, shall be substantially
in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on
an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the Borrower.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, 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.


 


“Sarbanes-Oxley”
means Sarbanes-Oxley Act of 2002.


 




    	 	22	 



     


    

 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Securities
Laws” means the Securities Act of 1933, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing
principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB


 


“Senior Notes”
means (a) the 5.75% Senior Notes of the Borrower due 2042, (b) the 9.875% Senior Notes of the Borrower due 2019, (c)
the 6.375% Senior Notes of the Borrower due 2042, and (d) any notes pursuant to which the debt evidenced by such senior notes
or senior debentures is replaced or refinanced in whole or in part.


 


“Significant
Subsidiary” means any Subsidiary of the Borrower which has five percent (5%) or more of the total assets of the Borrower
and its Subsidiaries (determined as of the last day of the most recent fiscal quarter), and shall in any event include (a) GAIC,
(b) GALIC, (c) GAFRI, (d) Great American Holding, Inc., and (e) the successors and assigns of any of the foregoing
permitted under this Agreement.


 


“Statutory
Accounting Methods” means the statutory reporting practices prescribed by the applicable Insurance Authorities with
respect to the Insurance Subsidiaries.


 


“Subordinated
Debentures” means any subordinated debentures (which debentures shall be subordinated to the Obligations on terms satisfactory
to the Administrative Agent) issued by the Borrower or any of its Subsidiaries on or prior to the Closing Date (or, in the case
only of the Borrower or GAFRI, after the Closing Date as contemplated by Section 7.13(c)).


 


“Subordination
Agreement” means the Subordination Agreement substantially in the form of Exhibit E pursuant to which the
Borrower’s Subsidiaries and Affiliates to which the Borrower has any Indebtedness shall unconditionally subordinate any
Indebtedness owed to it by the Borrower to the prior payment in full of the Obligations.


 


“Subsidiary”
means any person of which the Borrower (or other specified Person) shall at the time, directly or indirectly through one or more
of its Subsidiaries, (i) own more than 50% of the outstanding Equity Interests entitled to vote generally, (ii) hold
more than 50% of the Equity Interests or (iii) be a general partner or joint venturer; provided, however, that, except
for purposes of Sections 5.19, 5.20, 6.11, 6.13, 7.09, 7.15 and 7.16, (A) so long as the owner of any Indebtedness of the CLO
has no recourse, directly or indirectly, to the Borrower or any of its Subsidiaries or to any property of the Borrower or any
of its Subsidiaries for the principal of or premium, if any, and interest on such Indebtedness, no CLO shall constitute a Subsidiary
of the Borrower and (B) so long as the owner of any Indebtedness of the Limited Purpose Investment Vehicle has no recourse, directly
or indirectly, to the Borrower or any of its Subsidiaries or to any property of the Borrower or any of its Subsidiaries for the
principal of or premium, if any, and interest on such Indebtedness and so long as the Borrower or any Subsidiary does not act
as the general partner, managing member or similar Person therefor, no Limited Purpose Investment Vehicle shall constitute a Subsidiary
of the Borrower. Unless otherwise specified, all references to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Borrower.


 




    	 	23	 



     


    

 


“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 master agreement, together
with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement.


 


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


 


“Syndication
Agents” means JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and PNC Bank, National Association.


 


“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, additions to tax or penalties applicable
thereto.


 


“Total Capitalization”
means, on any date, the sum of (a) Consolidated Total Financing Debt, plus (b) Consolidated Net Worth,
plus (c) all amounts appearing on a consolidated balance sheet of the Borrower and its Subsidiaries in the line item
“Non-controlling interests”, all determined in accordance with GAAP.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at
such time.


 




    	 	24	 



     


    

 


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


 


“Type”
means with respect to a Revolving Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


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


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“Wholly-Owned
Subsidiary” means, as to any Person, (i) any corporation 100% of whose common stock is at the time owned by such Person
and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company,
association or other entity in which such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person
has a 100% equity interest at such time.


 


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


 


1.02       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 Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 




    	 	25	 



     


    

 


(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 7.10 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 Statutory Accounting Methods, 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 Statutory Accounting Methods. If at any time any change in GAAP or Statutory Accounting Methods, 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 Statutory Accounting
Methods, 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 Statutory Accounting Methods, 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 Statutory Accounting
Methods, as the case may be. Notwithstanding the foregoing, leases shall continue to be classified and accounted for on a basis
consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change
in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes,
as provided for above.


 


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).


 




    	 	26	 



     


    

 


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


 


1.06      Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases
in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


ARTICLE
II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01      Revolving
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
“Revolving Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in
an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however,
that after giving effect to any Revolving Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments,
and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Within the limits of
each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01,
prepay under Section 2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.


 


2.02      Borrowings,
Conversions and Continuations of Revolving Loans.


 


(a)          Each
Revolving Borrowing, each conversion of Revolving 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 (A) telephone, or
(B) a Revolving Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative
Agent of a Revolving Loan Notice. Each Revolving Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of
Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the
requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the
Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.,
three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify
the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the
Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000
or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c), 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 Revolving
Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Borrowing, a conversion of Revolving 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 Revolving Loans to be borrowed,
converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving 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 Revolving Loan in a Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Revolving 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 Revolving
Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.


 




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(b)         Following
receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Revolving 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 Revolving Borrowing, each Lender shall make the amount of its Revolving 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 Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative
Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either
by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date the Revolving Loan Notice with respect to such Borrowing
is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied
to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.


 


(c)          Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders.


 


(d)          The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base
Rate promptly following the public announcement of such change.


 




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


 


2.03        Letters
of Credit.


 


(a)           The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) the L/C Issuer may, in its sole discretion, in reliance upon the agreements
of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the
Closing Date until the Letter of Credit Expiration Date, issue Letters of Credit for the account of a Letter of Credit Obligor,
and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to
honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued
for the account of a Letter of Credit Obligor and any drawings thereunder; provided that after giving effect to any L/C
Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments,
(y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by a Letter of Credit Obligor for the
issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Letter of Credit Obligor that the L/C
Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, each Letter of Credit Obligor’s ability to obtain Letters of Credit
shall be fully revolving, and accordingly a Letter of Credit Obligor may, subject to the L/C Issuer’s sole discretion, during
the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed.


 


(ii)           The
L/C Issuer shall not issue any Letter of Credit, if:


 


(A)         subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after
the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(B)         the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have
approved such expiry date.


 


(iii)          Without
any implication that the L/C Issuer is any way obligated to issue Letters of Credit, it is acknowledged that the L/C Issuer may
elect to not issue any Letter of Credit if:


 




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(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer
is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


 


(B)         the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less
than $500,000;


 


(D)         such
Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)         any
Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations
as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(F)         such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


(iv)        The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


(v)         The
L/C Issuer shall be under no obligation to amend any Letter of Credit.


 


(vi)        The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the L/C Issuer.


 




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


 


(i)           Each
Letter of Credit may (in the sole discretion of the L/C Issuer) be issued or amended, as the case may be, upon the request of
a Letter of Credit Obligor delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of such Letter of Credit Obligor. Such Letter of Credit
Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system
provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application
must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such
later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in
case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters
as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to
be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, the Letter of Credit Obligor
shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably
require.


 


(ii)          Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from a Letter of Credit Obligor
and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance
or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall
not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer may, in its sole discretion, on the requested
date, issue a Letter of Credit for the account of the applicable Letter of Credit Obligor or enter into the applicable amendment,
as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately
upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of such Letter of Credit.


 




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(iii)         If
a Letter of Credit Obligor so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period
to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, a Letter of Credit
Obligor shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension
of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however,
that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted,
or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof
(by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received
notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice
Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from
the Administrative Agent, any Lender or a Letter of Credit Obligor that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.


 


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


 


(v)          Notwithstanding
anything herein or in any other Loan Document to the contrary, (A) any issuance, amendment or extension of a Letter of Credit
or any other L/C Credit Extension shall be, in each case, at the sole discretion of the L/C Issuer and (B) if and when issued,
any Letter of Credit shall be the binding obligation of the L/C Issuer enforceable in accordance with its terms.


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 




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(i)          Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Letter of Credit Obligor who requested the issuance of such Letter of Credit and the Administrative Agent thereof.
Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), such Letter of Credit Obligor shall reimburse the L/C Issuer through the Administrative Agent in an amount equal
to the amount of such drawing. If such Letter of Credit Obligor fails to so reimburse the L/C Issuer by such time, the Administrative
Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be
deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth
in Section 4.02 (other than the delivery of a Revolving Loan Notice). Any notice given by the L/C Issuer or the Administrative
Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


(ii)         Each
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may
apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office
in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender
that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the L/C Issuer.


 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Letter of Credit Obligor for whose account
such Letter of Credit was issued shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear
interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.


 


(iv)        Until
each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.


 


(v)         Each
Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters
of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have
against the L/C Issuer, any Letter of Credit Obligor or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Revolving Loan
Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of any Letter of Credit Obligor to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest
as provided herein.


 




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(vi)        If
any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal
Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender
pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan
included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.


 


(d)          Repayment
of Participations.


 


(i)          At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for
the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from a Letter of Credit Obligor or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received
by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i)
is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 




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(e)          Obligations
Absolute. The obligation of each Letter of Credit Obligor to reimburse the L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including the following:


 


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


 


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


 


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


 


(iv)        waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of any Letter of
Credit Obligor or any waiver by the L/C Issuer which does not in fact materially prejudice any Letter of Credit Obligor;


 


(v)         honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)        any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration
date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized
by the UCC or the ISP, as applicable;


 


(vii)       any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law; or


 


(viii)      any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Letter of Credit Obligor.


 


Each Letter of Credit
Obligor shall promptly examine a copy of each Letter of Credit issued for its account and each amendment thereto that is delivered
to it and, in the event of any claim of noncompliance with such Letter of Credit Obligor’s instructions or other irregularity,
such Letter of Credit Obligor will immediately notify the L/C Issuer. Each Letter of Credit Obligor shall be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.


 




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(f)          Role
of L/C Issuer. Each Lender and each Letter of Credit Obligor agree that, in paying any drawing under a Letter of Credit, the
L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority
of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any
action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document. Each Letter of Credit Obligor hereby assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude any Letter of Credit Obligor from pursuing such rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described
in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything
in such clauses to the contrary notwithstanding, a Letter of Credit Obligor may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to such Letter of Credit Obligor, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by such Letter of Credit Obligor which such Letter of Credit Obligor proves were caused by the
L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that
appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information
to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct
any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”)
message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 


(g)          Applicability
of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and a Letter of Credit Obligor when a
Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C
Issuer shall not be responsible to any Letter of Credit Obligor for, and the L/C Issuer’s rights and remedies against each
Letter of Credit Obligor shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law,
order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or
any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions,
opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade
- International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether
or not any Letter of Credit chooses such law or practice.


 




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(h)          Letter
of Credit Fees. Each Letter of Credit Obligor shall pay to the Administrative Agent for the account of each Lender in accordance
with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit
issued for the account of such Letter of Credit Obligor equal to the Applicable Rate times the daily amount available to
be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall
be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter,
the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained
herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at
the Default Rate.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. Each Letter of Credit Obligor shall pay directly to the
L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued for such Letter of Credit Obligor’s
account, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter
of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end
of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the
case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition,
the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


(j)          Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


(k)          Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of
any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder
(to the extent not otherwise paid by another Letter of Credit Obligor) for any and all drawings under such Letter of Credit and
all fees and expenses related to such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit
for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial
benefits from the businesses of such Subsidiaries.


 




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2.04       Prepayments.


 


(a)          The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in
whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and
(B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate 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 Revolving
Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Revolving Loans of
the Lenders in accordance with their respective Applicable Percentages.


 


(b)          If
for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately
prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however,
that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)
unless after the prepayment in full of the Revolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.


 


2.05         Termination
or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments,
or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received
by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction
of the Aggregate Commitments or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall
be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice
of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment
of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.


 




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2.06       Repayment
of Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Revolving Loans and
all other Obligations outstanding on such date.


 


2.07       Interest.


 


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


 


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


 


(ii)         If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.


 


(iii)        Upon
the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount
of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.


 


(iv)        Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.08       Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.03:


 




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(a)          Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the
sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to
adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the first Business Day after the end of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(b)          Other
Fees.


 


(i)          The
Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at
the times specified in the Arrangers Fee Letter and the Agent Fee Letter, as the case may be. 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.


 


2.09       Computation
of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s
prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. Subject to Section 10.09,
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 2.11(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.


 


2.10       Evidence
of Debt.


 


(a)          The
Credit Extensions 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 Credit Extensions 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 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.


 




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(b)          In
addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and
the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.


 


2.11       Payments
Generally; Administrative Agent’s Clawback.


 


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


 


(b)          (i) Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Revolving Borrowing of Eurodollar Rate Loans (or, in the case of any Revolving Borrowing of
Base Rate Loans, prior to 12:00 noon on the date of such Revolving Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s share of such Revolving Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with Section 2.02 (or, in the case of a Revolving Borrowing
of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by 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 Revolving 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 Revolving Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Lender’s Revolving Loan included in such Revolving Borrowing. Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 




    	 	41	 



     


    

 


(ii)         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 or the L/C Issuer
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as
the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or
the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.


 


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


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of
Credit and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make
any Revolving Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Revolving Loan, to purchase its participation or to make its payment under
Section 10.04(c).


 




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(e)          Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular
place or manner.


 


2.12       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 Revolving Loans made by it, or the participations in L/C Obligations
held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans
or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then
the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Revolving Loans and subparticipations in L/C Obligations of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and other
amounts owing them, provided that:


 


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


 


(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations
in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which
the provisions of this Section shall apply).


 


The Borrower 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.


 


2.13       Increase
in Commitments.


 


(a)          Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests)
not exceeding $250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000,
and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in consultation
with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in
no event be less than ten Business Days from the date of delivery of such notice to the Lenders).


 




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(b)          Lender
Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees
to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of
such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.


 


(c)          Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), the Borrower may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative
Agent and its counsel.


 


(d)          Effective
Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent
and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such
increase and the Increase Effective Date.


 


(e)          Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative
Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting
to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations
and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase
Effective Date, 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 Section 2.13, the representations
and warranties contained in subsections (a) and (b) 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, and (B) no Default
exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any
revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section.


 


(f)          Conflicting
Provisions. This Section shall supersede any provisions in Section 2.12 or 10.01 to the contrary.


 


2.14      Cash
Collateral.


 




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(a)          Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c),
or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one
Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral
in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant
to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).


 


(b)          Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and
the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the
L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on
demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral.


 


(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the
satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may otherwise be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and L/C Issuer that
there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the L/C Issuer may agree
that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 




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2.15       Defaulting
Lenders.


 


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


 


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


 


(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or
received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08, shall be applied at such
time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by
such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Lender to the L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting
Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if
so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this
Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender
with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to
the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction
obtained by any Lender or the L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of
its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Revolving Loans or L/C Borrowings in respect of which such Defaulting Lender
has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a
time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and funded
and unfunded Participations in L/C Obligations are held by the Lender pro rata in accordance with the Commitments hereunder without
giving effect to Section 2.15(a)(iv) owed to, that 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 or to post Cash Collateral
pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.


 




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(iii)        Certain
Fees.


 


(A)         No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.08(a) for any period during which that Lender
is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to
have been paid to that Defaulting Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided
Cash Collateral pursuant to Section 2.14.


 


(C)         With
respect to any fee payable under Section 2.08(a) or any Letter of Credit Fee not required to be paid to any Defaulting
Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion
of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C
Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer
the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting
Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 


(iv)        Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in
L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth
in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified
the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.21, no reallocation hereunder shall
constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 


(v)         Cash
Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected,
the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize
the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 




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(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuer agree in writing that a Lender is no longer
a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
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 Revolving Loans and funded and unfunded participations
in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving
effect to Section 2.15(a)(iv)), 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 that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender.


 


ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01       Taxes.


 


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


 


(i)          Any
and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in
the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by
the Administrative Agent or the Borrower or any other Loan Party, then the Administrative Agent or the Borrower or such other
Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be
delivered pursuant to subsection (e) below.


 


(ii)         If
the Borrower or any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes,
including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent
shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information
and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding
or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower or other applicable Loan Party shall be
increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable
to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would
have received had no such withholding or deduction been made.


 




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(iii)        If
the Borrower or any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code
to withhold or deduct any Taxes from any payment, then (A) the Borrower or such other Loan Party or the Administrative
Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the
information and documentation it has received pursuant to subsection (e) below, (B) the Borrower or such other Loan
Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is
made on account of Indemnified Taxes, the sum payable by the Borrower or other applicable Loan Party shall be increased
as necessary so that after any required withholding or the making of all required deductions (including deductions applicable
to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would
have received had no such withholding or deduction been made.


 


(b)          Payment
of Other Taxes by the Borrower and the other Loan Parties. Without limiting the provisions of subsection (a)
above, the Borrower and the other Loan Parties 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.


 


(c)          Tax
Indemnifications.


 


(i)          The
Borrower and each of the other Loan Parties shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make
payment in respect thereof within 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 3.01) payable or paid by such Recipient
or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower and each of the other Loan Parties shall,
and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within
10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the
Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 




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(ii)         Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer
(but only to the extent that the Borrower or any other Loan Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Borrower or the other Loan Parties to do so), (y) the Administrative
Agent and the Borrower, and the other Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the
Administrative Agent and the Borrower, and the other Loan Parties, as applicable, against any Excluded Taxes attributable to such
Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrower or another Loan Party
in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of
such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to
the Administrative Agent under this clause (ii).


 


(d)          Evidence
of Payments.  Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes
by the Borrower or any other Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section
3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as
the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the
Borrower or the Administrative Agent, as the case may be.


 


(e)          Status
of Lenders; Tax Documentation.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and to 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(e)(ii)(A), (ii)(B), (ii)(C) 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.


 




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(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 originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(I)         in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any
other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


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


 


(III)       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 G-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W 8BEN-E; or


 


(IV)        to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W 8ECI,
IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on
behalf of each such direct and indirect partner;


 




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(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)        Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




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(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified by the Borrower or any other Loan Party or with respect to which the Borrower or any other
Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower or such other Loan Party
an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower
or such other Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the Borrower or such other Loan Party, upon the request
of the Recipient, agrees to repay the amount paid over to the Borrower or such other Loan Party (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the
applicable Recipient be required to pay any amount to the Borrower or such other Loan Party pursuant to this subsection
the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been
in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall
not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Borrower or any other Loan Party or any other Person.


 


(g)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and
the repayment, satisfaction or discharge of all other Obligations.


 


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 Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar
Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the 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, (i) 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, and (ii) if
such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined
by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component
of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base
Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality
of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the
period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof
until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest
on the amount so prepaid or converted.


 




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3.03       Inability
to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar
Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) 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, or (c) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination
described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar
Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing
of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein.


 


3.04       Increased
Costs; Reserves on Eurodollar Rate Loans.


 


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


 


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


 


(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, principal, letters of credit, commitments
or other obligations, or deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)        impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or
Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which
is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the
cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the
L/C Issuer, as the case may be, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction
suffered.


 




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(b)          Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the L/C Issuer’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 or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect
to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case
may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company for any such reduction suffered.


 


(c)          Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate
such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b)
of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to
demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer 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 or the L/C Issuer, 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 or the L/C Issuer’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.


 




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3.05      Compensation
for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


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


 


(b)         any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)         any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 10.13;


 


including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05 with respect to loss of anticipated profits, the Borrower shall be obligated to pay
an amount equal to the daily interest for the unexpired portion of such Interest Period on the portion of the Loan so repaid,
or as to which a Eurodollar Rate Loan was so terminated, at a per annum rate equal to the excess, if any, of (i) the Eurodollar
Rate calculated on the basis of the rate applicable to such Loan minus (ii) the rate of interest obtainable by the
Administrative Agent upon the purchase of debt securities customarily issued by the Treasury of the United States of America which
have a maturity date approximating the last Banking Day of such Interest Period, together with reimbursement for any other fees,
expenses or charges incurred by such Lender arising from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits.


 


3.06      Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower
to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account
of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, 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 or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender or the L/C Issuer in connection with any such designation or assignment.


 




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(b)         Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any
Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, and, in each case, such Lender has declined or is unable to designate a different lending office in
accordance with Section 3.06(a) in a manner to eliminate the applicable cost, the Borrower may replace such Lender in accordance
with Section 10.13.


 


3.07      Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, and resignation of the Administrative Agent.


 


ARTICLE
IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01      Conditions
of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent:


 


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


 


(i)         executed
counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;


 


(ii)        a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)      such
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 to which the Borrower
is a party;


 


(iv)      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 each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;


 


(v)       a
favorable opinion of Keating, Muething & Klekamp PLL, counsel to the Borrower, addressed to the Administrative Agent and each
Lender, as to such matters concerning the Borrower and its Subsidiaries and the Loan Documents as the Required Lenders may reasonably
request; 


 




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(vi)       a
certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals
required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the
Loan Documents to which it is a party, 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;


 


(vii)       a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a)
and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
and (C) the current Debt Ratings;


 


(viii)      a
duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 31, 2016, signed
by a Responsible Officer of the Borrower;


 


(ix)       executed
Subordination Agreement by each Subsidiary and Affiliate of the Borrower to which the Borrower owes any Indebtedness;


 


(x)        evidence
that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts owing thereunder
are paid in full; provided that each Lender that has signed this Agreement and that is a Lender (as defined in the Existing
Credit Agreement) under the Existing Credit Agreement shall be deemed to have waived any notice requirements to terminate the
Aggregate Commitment (as defined in the Existing Credit Agreement) set forth in Section 2.05 of the Existing Credit Agreement;
and


 


(xi)        such
other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders
reasonably may require.


 


(b)          Any
fees related to this Agreement or any other Loan Document required to be paid on or before the Closing 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 (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall
not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).


 




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(d)         The
Closing Date shall have occurred on or before June 15, 2016.


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the
conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, this Agreement and the Schedules and Exhibits attached hereto, and each other
document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 


4.02      Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving
Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurodollar Rate Loans) is
subject to the following conditions precedent:


 


(a)         The
representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan
Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be
true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case 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) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 6.01.


 


(b)         No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(c)         The
Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with
the requirements hereof.


 


Each Request for Credit
Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation
of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified
in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V.

REPRESENTATIONS AND WARRANTIES


 


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


 


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


 




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5.02      Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which it is party, have
been duly authorized by all necessary corporate action, and do not and will not (a) contravene the terms of any of such Loan
Party’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 Loan Party is a party or
affecting such Loan Party or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (c) violate
any Law.


 


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, any Loan Party 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 each Loan Party to the extent that it is party thereto. This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of such Loan Party that is party thereto, enforceable
against such Loan Party to the extent that it is party thereto in accordance with its terms, subject to Debtor Relief Laws.


 


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,
other liabilities and material commitments and contingencies of the Borrower and its Subsidiaries as of the date thereof.


 


(b)         The
Borrower’s Form 10-Q for the fiscal quarter ended March 31, 2016 (including all of the financial statements and schedules
included therein) contains all information which is required to be stated therein in accordance with the Exchange Act and conforms
in all material respects to the requirements thereof; and the Borrower’s Form 10-Q for the fiscal quarter ended March
31, 2016 did not when filed include any untrue statement of a material fact or omit to state a material fact which was
required to be stated therein or was necessary to make the statements therein not misleading in the light of the circumstances
in which they were made. The Borrower’s 10-Q for the fiscal quarter ended March 31, 2016 sets forth all material
indebtedness and other liabilities of the Borrower and its consolidated Subsidiaries as of the date of such financial statements.


 




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(c)         The
December 31, 2015 annual financial statements of GAIC and GALIC in the form filed with the Superintendent of Insurance of the
State of Ohio were prepared in accordance with applicable statutory accounting principles and fairly present in accordance with
applicable statutory regulations and guidelines, the financial condition of GAIC and GALIC at the dates thereof and the results
of its operation for the periods covered thereby.


 


(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.
There is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal court, board
or other Governmental Authority or administrative agency or any arbitrator pending or to the knowledge of the Borrower threatened
which may involve any material risk of any final judgment or liability not adequately covered by insurance or which may otherwise,
individually or in the aggregate, result in a Material Adverse Effect, or which questions the validity or enforceability of this
Agreement or any other Loan Document, and no judgment, decree, or order of any federal, state, provincial or municipal court,
board or other governmental or administrative agency or arbitrator has been issued against the Borrower or any of its Subsidiaries
which has resulted, or poses a material risk of resulting in, individually or in the aggregate, a Material Adverse Effect.


 


5.07      No
Default. Neither the Borrower nor any of its Subsidiaries 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.


 


5.08      Ownership
of Property; Liens. The Borrower and each of its Subsidiaries 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 conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws
and claims could not, 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
a direct or indirect Subsidiary of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the
following standards), 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.


 




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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 of its Subsidiaries that would, either individually or in the aggregate,
if made, have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is party to any tax sharing agreement,
other than the tax sharing agreements delivered to the Administrative Agent pursuant to Section 7.12.


 


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 Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination
letter or opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code
and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of
the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge
of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.


 


(b)        There
are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably
be expected to result in a Material Adverse Effect.


 


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


 




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(d)         Neither
the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d)
hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.


 


5.13      Subsidiaries;
Equity Interests. As of the Closing 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 directly or indirectly owned by the Borrower or another Subsidiary in the amounts specified on
Part (a) of Schedule 5.13 free and clear of all Liens. The Borrower has no equity investments in excess of 10%
of the equity capital in any other non-public corporation or non-public entity which investments are greater than $25,000,000
in any one corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 and other
than any CLOs and Limited Purpose Investment Vehicles. All of the outstanding Equity Interests of 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.


 


(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 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.


 


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


 




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5.17      Taxpayer
Identification Number. The Borrower’s true and correct U.S. taxpayer identification numbers are set forth on Schedule 10.02.


 


5.18      Intellectual
Property; Licenses, Etc. The Borrower and each of 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.


 


5.19       OFAC.
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
any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially
Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar
list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 


5.20       Anti-Corruption
Laws. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have
instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


5.21       EEA
Financial Institution. No Loan Party is an EEA Financial Institution.


 


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
of its Subsidiaries to:


 


6.01       Financial
Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent
and the Required Lenders:


 


(a)          as
soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal
year ended December 31, 2016, the Annual Report on Form 10-K of the Borrower for the fiscal year then ended, 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 of the Borrower to be audited and accompanied by a report and opinion of a Registered Public Accounting Firm 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 applicable Securities Law 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;


 




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(b)          as
soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year
of the Borrower (commencing with the fiscal quarter ended June 30, 2016) the quarterly report of the Borrower as required by the
Exchange Act on Form 10-Q, 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’ equity and cash flows for such fiscal
quarter and for the portion of the Borrower and its Subsidiaries’ 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;
and


 


(c)          as
soon as available, all quarterly and annual statutory financial statements, including all exhibits and schedules thereto, of the
Insurance Subsidiaries, in the form required by the respective Insurance Authorities.


 


As to any information contained in materials
furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under
subsections (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 subsections (a) or (b) above at the times specified therein.


 


6.02      Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:


 


(a)          concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Registered Public
Accounting Firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge
was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature
and status of such event;


 


(b)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing
with the delivery of the financial statements for the fiscal quarter ending June 30, 2016), a duly completed Compliance
Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests
originals, be by electronic communications, including fax or email, and shall be deemed to be an original authentic counterpart
thereof for all purposes);


 




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(c)          promptly
after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or 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;


 


(d)          promptly
after the same are 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 Exchange Act, and not otherwise
required to be delivered to the Administrative Agent pursuant hereto;


 


(e)          promptly
after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Borrower or
any of its Subsidiaries 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;


 


(f)          promptly,
and in any event within five Business Days after receipt thereof by the Borrower or any of its Subsidiaries, copies of each notice
or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation
or possible investigation or other inquiry (other than SEC comment letters issued in the ordinary course in connection with required
disclosure filings and inquiries, notices and communication from the SEC in connection with any routine audit or exam of American
Money Management Corporation in its capacity as a registered investment adviser) by such agency regarding financial or other operational
results of the Borrower or any of its Subsidiaries; and


 


(g)          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), (b), or (c) or Section 6.02(d) (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 each Lender and
the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that the Borrower shall deliver paper or electronic copies of such documents to the Administrative Agent
or any Lender that requests the Borrower to deliver such copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender. Notwithstanding anything contained herein, in every instance the Borrower shall be
required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative
Agent and each Lender. Except for such Compliance Certificates, 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 for delivery, and each Lender shall be solely responsible for requesting delivery to it
or maintaining its copies of such documents.


 




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The Borrower hereby
acknowledges that (a) the Administrative Agent and/or Merrill Lynch, Pierce, Fenner & Smith Incorporated may, but
shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf
of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain,
IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders
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 Affiliates or the respective securities of the foregoing, and who may be engaged in investment
and other market-related activities with respect to such Persons’ 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 Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as
either publicly available information or not material 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; (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 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 that has resulted or could reasonably be expected to result in a Material Adverse Effect, 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; or
(iii) 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;


 


(c)          of
the occurrence of any ERISA Event;


 


(d)          of
any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, which is not otherwise
disclosed or described in the Borrower’s filings on Forms 10-K or 10-Q; and


 


(e)          of
any announcement by Moody’s or S&P of any change in a Debt Rating or that the Debt Ratings are on “Credit Watch”
(or similar status) for a potential change.


 




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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 any 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, either individually or in the aggregate,
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, either individually or in the aggregate, 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; and (b) make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so could not, either individually or in the aggregate,
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 properties and business against loss or damage of the kinds customarily insured against by Persons engaged
in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with
the following standards) as are customarily carried under similar circumstances by such other Persons
and providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance.


 


6.08      Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (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, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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6.09      Books
and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower
and each Subsidiary; 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 and each Subsidiary.


 


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 the
expense of the Borrower and 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 Credit Extensions for working capital, capital expenditures and other general corporate
purposes and not in contravention of any Law or of any Loan Document.


 


6.12      Maintenance
of Insurance Licenses.  Maintain all insurance licenses 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 license to conduct such business.


 


6.13      Anti-Corruption
Laws. Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act
2010, and other similar anti-corruption legislation in other jurisdictions. and maintain policies and procedures designed to promote
and achieve compliance with such laws.


 


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 of its Subsidiaries 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 the following:


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Investments
on deposit with (i) Insurance Authorities that are required by statute or regulation or (ii) any bank or financial institution
in support of a letter of credit issued to The Society and Council of Lloyd’s;


 




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(c)          Liens
on the assets of the Borrower and its Subsidiaries (other than the Equity Interest of GAIC, GALIC or any other Insurance Subsidiary
that is a Significant Subsidiary) so long as no Default exists either before or immediately after giving effect to the creation
of such Liens; provided, however, that the aggregate amount of Indebtedness of the Borrower and its Subsidiaries
at any time outstanding which is secured by Liens permitted under this Section 7.01(c) and Section 7.01(e)
shall not exceed $150,000,000;


 


(d)          Liens
securing Indebtedness of any of the Subsidiaries owing to (i) the Borrower or (ii) any other Subsidiary; provided, however,
that the aggregate amount of Indebtedness of the Subsidiaries at any time outstanding which is secured by Liens permitted under
this Section 7.01(d)(ii) shall not exceed $50,000,000;


 


(e)          Purchase
money Liens (including mortgages, conditional sales, Capitalized Leases and any other title retention or deferred purchase devices)
in property of the Borrower or any of its Subsidiaries existing or created at the time of acquisition thereof, and the extension
and refunding of any such Lien in an amount not exceeding the amount thereof remaining unpaid immediately prior to such extension
or refunding; provided, however, that (a) the principal amount of Indebtedness (including Indebtedness in respect
of Capitalized Lease Obligations) secured by each such Lien shall not exceed the fair market value (including all such Indebtedness
secured thereby, whether or not assumed) of the property subject thereto at the time of acquisition thereof and (b) the aggregate
amount of Indebtedness of the Borrower and its Subsidiaries at any time outstanding which is secured by Liens permitted under
this Section 7.01(e) and Section 7.01(c) shall not exceed $150,000,000;


 


(f)          Liens
on property in existence at the time such property is acquired pursuant to an Acquisition or on the property of a Subsidiary of
the Borrower in existence at the time such Subsidiary is acquired pursuant to an Acquisition; provided, that such
Liens are not incurred in connection with or in anticipation of such Acquisition and do not attach to any other assets of the
Borrower or any other Subsidiary;


 


(g)          Liens
on securities owned by any Subsidiary which are pledged to the Federal Home Loan Bank Board (the “FHLBB”) to
secure funding advances made by the FHLBB to such Subsidiary in the ordinary course of business; and


 


(h)          Liens
to secure Non-Recourse Real Estate Indebtedness of the Borrower and its Subsidiaries, provided such Liens are and will remain
confined to the property or assets subject to it at the time of its creation (and to fixed improvements thereafter) erected on
such property or assets.


 


7.02      Investments.
The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Investments, unless
no Default exists both before and immediately after giving effect to such Investment. Notwithstanding the foregoing, if a Default
shall exist, (a) any Subsidiary of the Borrower may make Investments in any other Subsidiary or in the Borrower and (b) the
Borrower may make Investments in any of its Subsidiaries, provided that such Subsidiary shall not then have outstanding any Indebtedness
other than in respect of this Agreement.


 




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7.03      Indebtedness.
The Borrower shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist
any Indebtedness, except:


 


(a)          Indebtedness
in respect of the Letters of Credit and other letters of credit issued in the ordinary course of business;


 


(b)          Non-Recourse
Real Estate Indebtedness; provided, that at the time of incurrence of such Indebtedness and immediately after giving effect thereto,
no Default exists or could result therefrom,


 


(c)          Intercompany
Indebtedness; provided that the aggregate outstanding amount of Intercompany Indebtedness that is owing to an Affiliate
or a Subsidiary that is not a Wholly-Owned Subsidiary, together with the aggregate outstanding amount of Indebtedness of Subsidiaries
of the type set forth in clauses (d), (h) (provided that only the portion of Existing Indebtedness then outstanding as of the
date of determination shall be included) and (i) below shall not exceed $500,000,000 at any time;


 


(d)          Indebtedness
in respect of Capitalized Leases and purchase money obligations for fixed or capital assets within the limitations set forth in
Section 7.01(e);


 


(e)          Indebtedness
of any Person that becomes a Subsidiary of the Borrower in an Acquisition, which Indebtedness is existing at the time such Person
becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming
a Subsidiary of the Borrower) and provided such Indebtedness is Non-Recourse Indebtedness to the Borrower;


 


(f)          Indebtedness
in respect of advances or borrowings from the FHLBB made in the ordinary course of business;


 


(g)          Indebtedness
under Swap Contracts entered into for purposes of mitigating interest rate risk under other Indebtedness permitted hereby (and
not for speculative purposes);


 


(h)          Existing
Indebtedness; and


 


(i)          other
Indebtedness at any time outstanding; provided, (i) that at the time of incurrence of such Indebtedness and immediately after
giving effect thereto, no Default exists or could result therefrom, (ii) no such other Indebtedness shall have covenants
more restrictive than the covenants set forth in this Agreement, and (iii) the aggregate outstanding amount of Intercompany
Indebtedness that is owing to an Affiliate or a Subsidiary that is not a Wholly-Owned Subsidiary, together with the aggregate
outstanding amount of Indebtedness of Subsidiaries of the type set forth in clauses (d), (h) above (provided that only the portion
of Existing Indebtedness then outstanding as of the date of determination shall be included) and this clause (i) shall not exceed
$500,000,000 at any time.


 


7.04      Fundamental
Changes. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, merge, dissolve,
liquidate, consolidate with or into another Person, or Dispose of any assets (whether now owned or hereafter acquired) to or in
favor of any Person, except that, so long as no Default exists or would result therefrom:


 




    	 	71	 



     


    

  


(a)          the
Borrower may become party to any merger or consolidation of which the Borrower is the surviving entity so long as (i) the
Borrower continues directly, or indirectly through a non-regulated subsidiary holding company in which the Borrower owns 100%
of the Equity Interests, to own 100% of the voting common stock of GAIC, and (ii) immediately after giving effect to such
transaction no Default shall occur or be continuing and the Borrower can demonstrate pro forma compliance with the financial
covenants contained in Section 7.10 of this Agreement immediately after giving effect to such transaction;


 


(b)          subject
to clause (a) above, any Subsidiary of the Borrower may be merged into or consolidated with, or may sell, lease or otherwise
dispose of any of its assets to, the Borrower or any other Subsidiary of the Borrower, so long as in the case of a merger or consolidation
involving the Borrower, the Borrower shall be the surviving or resulting Person;


 


(c)          the
Borrower and its Subsidiaries may dispose of assets in the ordinary course of business that are no longer used or useful in such
business or with respect to any business that is discontinued; and


 


(d)          subject
to clause (a) above, the Borrower and its Subsidiaries may from time to time sell or dispose of assets (other than the voting
common stock of GAIC) on arm’s length terms; provided, however, that:


 


(i)          after
giving effect to the sale of all assets pursuant to Section 7.04(d), the Borrower and its Subsidiaries together have
statutory surplus (determined in accordance with Statutory Accounting Principles in effect from time to time) of not less than
60% of the statutory surplus of the Borrower and its Subsidiaries on March 31, 2016; and


 


(ii)         the
assets sold pursuant to this Section 7.04(d) shall not have contributed revenue, determined in accordance with GAAP,
over the period of four fiscal quarters prior to the respective sales exceeding 40% of the revenue of the Borrower and its Subsidiaries
for the four fiscal quarters ended March 31, 2016.


 


7.05      Restricted
Payments; Stock Redemptions. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly,
declare or make, directly or indirectly any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except
that the Borrower and its Subsidiaries (a) may declare and pay dividends in respect of any Capital Trust Securities if, at
the time of and after giving effect to such dividend, no Default under Section 8.01(a), 8.01(e)(i)(A) or 8.01(f)
shall have occurred and be continuing and (b) the Borrower and its Subsidiaries may make other Restricted Payments if,
at the time of and after giving effect to such Restricted Payment, no Default has occurred and is continuing; provided, that,
if there is a Default, any Subsidiary of the Borrower. may make a Restricted Payment to any other Subsidiary or to the Borrower.


 


7.06      Change
in Nature of Business. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, engage
in any material line of business other than those lines of business conducted by the Borrower and its Subsidiaries described in
the Borrower’s 2015 Form 10-K and in businesses reasonably related thereto.


 




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7.07       Transactions
with Affiliates. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into
any transaction of any kind with any of its Affiliates (other than the Borrower or any of its Subsidiaries) on a basis less favorable
to the Borrower or any such Subsidiary than if the transaction had been effected with a non-Affiliate other than transactions
involving less than $10,000,000 per year in the aggregate.


 


7.08      Burdensome
Agreements. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, subject to limitations
imposed by Laws, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits
the ability (i) of any Subsidiary to make Restricted Payments to either Borrower or to otherwise transfer property or make
extensions of credit to either Borrower or (ii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist
Liens on property of such Person; provided, however, that this clause (ii) shall not prohibit any negative
pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) solely to the extent
any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant
of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than pari
passu Liens on Equity Interests of GALIC, GAIC or other Significant Subsidiaries.


 


7.09      Use
of Proceeds. The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, use the proceeds
of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U 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.


 


7.10      Financial
Covenants.


 


(a)          Consolidated
Net Worth. The Borrower shall not permit Consolidated Net Worth on the last day of any fiscal quarter after March 31, 2016
to be less than $3,212,000,000.


 


(b)          Consolidated
Total Financing Debt to Total Capitalization. The Borrower shall not permit the ratio of Consolidated Total Financing Debt
to Total Capitalization to exceed 0.350 to 1.00 on the last day of any fiscal quarter during the term of this Agreement.


 


For purposes of calculating
Consolidated Net Worth and Consolidated Total Financing Debt as of any date, Subordinated Debentures and/or Capital Trust Securities
permitted under Section 7.13 and the Indebtedness under Subordinated Debentures issued in connection therewith (the
“Hybrid Securities”) will be accorded the same capital treatment as given to such Hybrid Securities by S&P
on such date; provided, however, that the maximum amount of Hybrid Securities which may be included in Consolidated
Net Worth and excluded from Consolidated Total Financing Debt at any time shall not exceed 15% of “Total Shareholders’
Equity” on its Form 10-K or Form 10-Q. As of the Closing Date, 100% of the outstanding Hybrid Securities are treated
as equity by S&P, accordingly, 100% of the outstanding Hybrid Securities would be included in calculating Consolidated Net
Worth and 100% of the related Indebtedness under the Subordinated Debentures would be excluded in calculating Consolidated Total
Financing Debt.


 




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7.11      Additional
Debt Subordination. The Borrower shall not create, incur, suffer or permit to exist any Indebtedness to any Affiliate of the
Borrower except (a) Indebtedness which is subordinated on terms substantially similar to the manner in which the Borrower’s
Indebtedness to its respective Affiliates is subordinated under the Subordination Agreement, (b) public Indebtedness held
from time to time by an Affiliate and (c) Indebtedness evidenced by the Subordinated Debentures.


 


7.12      Tax
Sharing Agreements. The Borrower shall not, nor shall it permit any Subsidiary to, enter into any tax sharing agreements,
including any amendments thereto, with any non-Affiliate unless such agreement or amendment shall be satisfactory in form and
substance to the Administrative Agent in its sole discretion.


 


7.13      Equity
Issuances by Subsidiaries. The Significant Subsidiaries of the Borrower shall not issue or sell any of their Equity Interests
other than (a) shares issued to the Borrower or any wholly-owned Subsidiary of the Borrower; (b) shares issued by National
Interstate for fair value in compliance with applicable securities laws so long as the issuer in question remains a Subsidiary
following such issuance; (c) Capital Trust Securities issued by American Financial Capital Trust I, or any other trust
or similar entity, the proceeds of which are invested by such Person in an equivalent amount of Subordinated Debentures issued
by GAFRI or the Borrower and (d) shares issued to employees in connection with employee stock option plans.


 


7.14      Senior
Notes. The Borrower shall not prepay, repurchase, defease or redeem the Senior Notes, in whole or in part, if at the time
of any such prepayment, repurchase, defeasance or redemption a Default exists or would result therefrom.


 


7.15      Sanctions.
The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, use the proceeds of any Credit Extension,
or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or
entity, to fund or facilitate any activities of or business with any individual or entity, or in any Designated Jurisdiction,
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
individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative
Agent, L/C Issuer or otherwise) of Sanctions.


 


7.16      Anti-Corruptions
Laws. The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, use the proceeds of any Credit
Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010,
and other similar 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.
Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation,
or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder,
or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document;
or


 




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(b)          Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),
(b), (c) or (d), 6.05, 6.10, or 6.11 or Article VII; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for
30 days; or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of either
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be materially incorrect or misleading when made or deemed made; or


 


(e)          Cross-Default.
(i) The Borrower or any of its Subsidiaries (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,
Non-Recourse Real Estate Indebtedness (excluding recourse obligations or liabilities for fraud, environmental matters and other
customary non-recourse carve-outs in respect of any such Non-Recourse Real Estate Indebtedness) and Indebtedness under Swap Contracts)
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 $50,000,000, 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 cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the
Borrower or any of its Subsidiaries 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 of its Subsidiaries is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $50,000,000;
or


 


(f)          Insolvency
Proceedings, Etc. The Borrower or any of its Significant 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


 




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(g)          Inability
to Pay Debts; Attachment. (i) The Borrower or any of its Significant Subsidiaries becomes unable or admits in writing
its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the property of any such Person and is not released,
vacated or fully bonded within 30 days after its issue or levy; or


 


(h)          Judgments.
There is entered against the Borrower or any of its Significant Subsidiaries (i) one or more final judgments or orders for
the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $50,000,000 (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 10 consecutive days during which a stay of enforcement of such judgment, by reason of 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 $20,000,000, 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 $20,000,000; or


 


(j)          Invalidity
of Loan Documents. Any provision of 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 any Loan Party or any of its Affiliates contests in any manner the validity or enforceability of any provision
of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any provision of any Loan Document; or


 


(k)          Change
of Control. There occurs any Change of Control; or


 


(l)          Business
Prohibitions. GAIC, GALIC or any other Insurance Subsidiary shall be prohibited by law from engaging in the business of effecting
and carrying out of contracts of insurance, and such prohibition would have a Material Adverse Effect; or


 


(m)          Governmental
and Insurance Authority Decrees. Any Governmental Authority or Insurance Authority shall issue an order or decree which would
require GAIC, GALIC or any other Insurance Subsidiary to reduce or terminate any substantial part of its insurance business, and
such event would have a Material Adverse Effect.


 




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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 shall be terminated;


 


(b)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)          exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer 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, and the obligation
of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without
further act of the Administrative Agent or any Lender.


 


8.03         Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions
of Sections 2.14 and 2.15, 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, interest and
Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the
L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described
in this clause Second payable to them;


 


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


 




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


 


Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03
and 2.14;


 


Sixth, to payment
of any remaining outstanding unpaid Obligations, ratably among the Lenders in proportion to the respective amounts described in
this clause Sixth 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.


 


Subject to Sections 2.03(c)
and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.


 


ARTICLE
IX.

ADMINISTRATIVE AGENT


 


9.01      Appointment
and Authority. Each of the Lenders and the L/C Issuer 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, the Lenders and the L/C Issuer, 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 any agency doctrine of any applicable Law. Instead such term is used as a matter
of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.


 


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.


 




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


 


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


 


(b)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under
any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation
of any Debtor Relief Law; and


 


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


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in
the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and
non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 




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9.04      Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume
that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.
The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


9.05      Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not
be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct
in the selection of such sub-agents.


 


9.06      Resignation
of Administrative Agent.


 


(a)          The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer 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, in each case, having a combined capital and surplus of at least $200,000,000. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation
Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor
has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


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


 




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(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed 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 or the L/C Issuer under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed)
Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or
other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective
Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees
payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal
hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in
effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was
acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity
hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security
on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor
Administrative Agent.


 


(d)          Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer.
If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c).  Upon the
appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting
Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under
the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume
the obligations of Bank of America with respect to such Letters of Credit.


 




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9.07       Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C
Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


 


9.08      No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agents or Documentation
Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer 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 any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h)
and (i), 2.08 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
and the L/C Issuer 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 and the L/C Issuer, 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 2.08 and 10.04.


 




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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
or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of
any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer
in any such proceeding.


 


ARTICLE
X.

MISCELLANEOUS


 


10.01    Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower or the applicable Loan Party, 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 the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender;


 


(c)          postpone
any date fixed by this Agreement or any other Loan Document for any payment 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;


 


(d)          reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii)
and (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive
any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;


 


(e)          change
Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby
or change the order of application of payments in Section 8.03, in each case, without the written consent of each Lender; or


 




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(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;


 


and, provided further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the 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; (iii) the Arrangers Fee Letter may be amended, or rights or privileges thereunder waived, in
a writing executing only by the parties thereto; (iv) the Agent Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders
shall require the consent of such Defaulting Lender.


 


10.02    Notices;
Effectiveness; Electronic Communication.


 


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


 


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


 


(ii)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and other communications sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b)
below, shall be effective as provided in such subsection (b).


 




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(b)          Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished
by electronic communication (including e-mail, FpML messaging, 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 or the L/C Issuer pursuant
to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. The Administrative Agent, the L/C Issuer or the Borrower
may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 


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


 


(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall
the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability
to the Borrower, any Lender, the L/C Issuer 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, any Loan Party’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, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court
of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages).


 




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(d)          Change
of Address, Etc. Each of the Borrower, the Administrative Agent and the L/C Issuer may change its address, facsimile or telephone
number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its
address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative
Agent and the L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that
the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic
mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available
through the “Public Side Information” portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.


 


(e)          Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic notices, Revolving Loan Notices and Letter of Credit Applications) purportedly
given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, 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, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document
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, and provided under each other Loan Document, are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them 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 and the L/C Issuer; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that
inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the
L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder
and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08
(subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents,
then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.12, 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.


 




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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), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C
Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or
the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and
the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit.


 


(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee
from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee
or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and
its Related Parties 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 parties hereto of
their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or,
in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement
and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (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
or any other Loan Party, 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
or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such
claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section
10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from
any non-Tax claim,


 




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(c)          Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer
or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),
the L/C Issuer 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 Expense
at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment
to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought), 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) or the L/C Issuer 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) or the L/C Issuer in connection with such capacity. The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section 2.11(d).


 


(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby
waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other
than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by
a final and non-appealable judgment of a court of competent jurisdiction.


 




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(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)          Survival.
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the
Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 


10.05    Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer
or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer 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 and the L/C Issuer 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 and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


 


10.06     Successors
and Assigns.


 


(a)          Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Letter of Credit
Obligor may 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 or Qualified Institutional Buyer in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 




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(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees or a Qualified Institutional Buyer all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations) 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/or the Revolving Loans
at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph
(b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, no minimum amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $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)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:


 


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


 


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


 




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(C)         the
consent of the L/C Issuer shall be required for any assignment.


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee
or Qualified Institutional Buyer, 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), or (C) to a natural Person.


 


(vi)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee or Qualified Institutional Buyer thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to
be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly
agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from such Lender having been a Defaulting Lender. Upon request, the Borrower (at no expense to the Borrower)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with subsection (d) of this Section.


 




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


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations)
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, (iii) the Borrower,
the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement, (iv) the amount of the participation sold shall not
be less than $5,000,000 or increments of $1,000,000 in excess thereof, (v) the participations may be sold only to Qualified
Institutional Buyers, (vi) the participants may not sell additional participations, and (vi) the Lender shall provide
notice of such participation to the Administrative Agent and the Borrower. For avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 10.04(c) without regard to the existence of any participation.


 




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Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who
sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06
and 10.13 as if it were an assignee under 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 the Lender from whom it acquired the
applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to
effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter
of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 


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


 


(f)          Resignation
as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’
notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower
shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of
America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, as the case may
be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations
of Bank of America with respect to such Letters of Credit.


 




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10.07    Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required
or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (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 and
obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(c) or (ii) any
actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to
be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to
(i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facility provided hereunder
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facility provided hereunder, (h) with the consent of the Borrower or (i) to
the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes
available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrower. In addition, the Administrative Agent and the 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 Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents,
and the Commitments. For purposes of this Section, “Information” means all information received from the Borrower
or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by
the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord
to its own confidential information.


 




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Each of the Administrative
Agent, the Lenders and the L/C Issuer 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, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held
and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for
the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such
other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or
their respective Affiliates, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this
Agreement or any other Loan Document and although such obligations of the Borrower or such other Loan Party may be contingent
or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or
Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent
for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer,
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights
of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the
L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such setoff and application.


 


10.09    Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.


 




    	 	95	 



     


    

  


10.10    Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C
Issuer, 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 facsimile or other electronic imaging means (e.g.
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


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 Credit Extension,
and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.


 


10.12    Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12,
if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited
by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited.


 


10.13    Replacement
of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if
any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights
(other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement
and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), provided that:


 




    	 	96	 



     


    

  


(a)          the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts
under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);


 


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


 


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


 


(e)          in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


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


 


10.14    Governing
Law; Jurisdiction; Etc.


 


(a)          GOVERNING
LAW. This Agreement and the other Loan Documents and any claims, controversy, dispute
or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any
other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated
hereby and thereby shall be governed by, and construed in accordance with, the law of the State of NEW yORK.


 


(b)          SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY agrees that it will not commence any
action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise,
against the Administrative Agent, any Lender, the l/c Issuer, or any Related Party of the foregoing in any way relating to this
Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than 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, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.


 




    	 	97	 



     


    

  


(c)          WAIVER
OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


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.


 




    	 	98	 



     


    

  


10.16    No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and
agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding
this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the
other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each 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 Arranger nor any Lender has any obligation to the Borrower or
any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates,
and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the
Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it
may have against the Administrative Agent, any Arranger 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.


 


10.17    Electronic
Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,”
“signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications,
Revolving Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment
terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; 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.


 


10.18    USA
PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as 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.


 




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10.19    Time
of the Essence. Time is of the essence of the Loan Documents.


 


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    Acknowledgement
and Consent to Bail-In of EEA 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 Lender that is an EEA 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 an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


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


 


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


 


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


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other 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 any EEA Resolution
Authority.


 


	REMAINDER OF
    PAGE LEFT INTENTIONALLY BLANK


 




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


 


	 	AMERICAN FINANCIAL GROUP, INC.
	 	 
	 	By:	/s/ David J. Witzgall
	 	Name:	David J. Witzgall
	 	Title:	Vice President & Treasurer


 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 




     


     


    

 


	 	BANK OF AMERICA, N.A.,

        as Administrative Agent

	 
	 	 	 
	 	By:	/s/ Aamir Saleem
	 	Name:	Aamir Saleem
	 	Title:	Vice President






 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 




     


     


    

 


	 	BANK OF AMERICA, N.A.,

        as a Lender and L/C Issuer

	 
	 	 	 
	 	By:	/s/ Derek Miller
	 	Name:	Derek Miller




	 	Title:	Vice President







 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 






     


     


    




 


	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Hector J. Varona
	 	Name:	Hector J. Varona
	 	Title:	Executive Director







 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 






     


     


    




 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Michelle S. Dagenhart
	 	Name:	Michelle S. Dagenhart
	 	Title:	Director



 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 






     


     


    




 


	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Jeffrey P. Fisher
	 	Name:	Jeffrey P. Fisher




	 	Title:	Vice President







 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 






     


     


    




 


	 	Branch Banking & Trust Company 
	 	 	 
	 	By:	/s/ Greg R. Branstetter
	 	Name:	Greg R. Branstetter
	 	Title:	Senior Vice President


 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 




     


     


    

  


	 	KeyBank National association
	 	 	 
	 	By:	/s/ James Cribbet
	 	Name:	James Cribbet
	 	Title:	SVP


 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 




     


     


    

  


	 	U.S. Bank National association
	 	 	 
	 	By:	/s/ Bonnie S. Wiskowski
	 	Name:	Bonnie S. Wiskowski




	 	Title:	Vice President


 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 




     


     


    

  


	 	The Bank of New York Mellon
	 	 
	 	By:	/s/ Adim Offurum
	 	Name:	Adim Offurum




	 	Title:	Vice President


 


American Financial
Group, Inc. – Signature Page to Credit Agreement


 




     


     


    

  


	 	The Huntington National Bank
	 	 	 
	 	By:	/s/ Joshua D. Elsea
	 	Name:	Joshua D. Elsea




	 	Title:	Vice President


 


American Financial
Group, Inc. – Signature Page to Credit Agreement