Exhibit 10.1


 


Execution Version


 


 


 


 



 


REVOLVING CREDIT AGREEMENT


dated as of


May 12, 2022


among


Corebridge
financial, Inc.,


The Subsidiary Borrowers Party
Hereto


The Lenders Party Hereto,


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


and


the Several L/C Agent Party Hereto


 





 








 


JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

CITIBANK, N.A.


and


WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners





 





 












 


BANK OF AMERICA, N.A.

CITIBANK, N.A.


and


WELLS FARGO SECURITIES, LLC

as Syndication Agents


 





 















 


Goldman Sachs
Bank USA, Morgan Stanley Bank, N.A., Barclays Bank PLC, BNP Paribas, DEUTSCHE BANK SECURITIES INC., HSBC Bank USA, National Association,
Mizuho Bank, Ltd., PNC Bank, National Association, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia,
and U.S. Bank National Association


 


as Co-Documentation Agents


 


 



 




     


     


    

 


TABLE OF CONTENTS


Page




	Article I DEFINITIONS	1
	Section 1.01.   Defined
    Terms	1
	Section 1.02.   Terms
    Generally	38
	Section 1.03.   Accounting
    Terms and Determinations	39
	Section 1.04.   Currencies;
    Currency Equivalents	39
	Section 1.05.   Interest
    Rates; Benchmark Notification	40
	Section 1.06.   Additional
    Alternative Currencies	40
	Article II THE CREDITS	41
	Section 2.01.   Commitments	41
	Section 2.02.   Loans
    and Borrowings	42
	Section 2.03.   Requests
    for Borrowings	42
	Section 2.04.   Funding
    of Borrowings	43
	Section 2.05.   Interest
    Elections	44
	Section 2.06.   Termination
    and Reduction of Commitments	46
	Section 2.07.   Repayment
    of Loans; Evidence of Debt	46
	Section 2.08.   Prepayment
    of Loans	47
	Section 2.09.   Fees	49
	Section 2.10.   Interest	50
	Section 2.11.   Alternate
    Rate of Interest	51
	Section 2.12.   Increased
    Costs	54
	Section 2.13.   Break
    Funding Payments	56
	Section 2.14.   Taxes	56
	Section 2.15.   Payments
    Generally; Pro Rata Treatment; Sharing of Set-offs	60
	Section 2.16.   Mitigation
    Obligations; Replacement of Lenders	62
	Section 2.17.   Increase
    in Commitments	63
	Section 2.18.   Defaulting
    Lenders	64
	Section 2.19.   Designation
    of Subsidiary Borrowers	66
	Section 2.20.   Letters
    of Credit	68
	Section 2.21.   Non-NAIC
    Approved Banks	81
	Section 2.22.   Extension
    of Termination Date	81
	Article III REPRESENTATIONS AND WARRANTIES	84
	Section 3.01.   Organization;
    Powers	84
	Section 3.02.   Authorization;
    Enforceability	84
	Section 3.03.   Governmental
    Authorizations	85
	Section 3.04.   No
    Contravention	85
	Section 3.05.   Financial
    Statements; No Material Adverse Effect	85
	Section 3.06.   Litigation
    and Environmental Matters	85
	Section 3.07.   Compliance
    with Laws	86
	Section 3.08.   No
    Default	86
	Section 3.09.   Investment
    Company Status	86



 






     


     


    

 


	SECTION 3.10.   Taxes	86
	SECTION 3.11.   ERISA	87
	SECTION 3.12.   Disclosure	87
	SECTION 3.13.   Margin Regulations	88
	SECTION 3.14.   Certain Representations by Subsidiary Borrowers	88
	SECTION 3.15.   Anti-Corruption Laws and Sanctions	88
	Article IV CONDITIONS	88
	SECTION 4.01.   Closing Date	88
	SECTION 4.02.   Each Credit Event	90
	Article V AFFIRMATIVE COVENANTS	91
	SECTION 5.01.   Financial Statements and Other Information	91
	SECTION 5.02.   Notices of Material Events	92
	SECTION 5.03.   Existence; Conduct of Business	93
	SECTION 5.04.   Payment of Taxes	93
	SECTION 5.05.   Maintenance of Properties	93
	SECTION 5.06.   Books and Records	93
	SECTION 5.07.   Inspection Rights	94
	SECTION 5.08.   Compliance with Laws	94
	SECTION 5.09.   Insurance	94
	SECTION 5.10.   Use of Proceeds	94
	Article VI NEGATIVE COVENANTS	95
	SECTION 6.01.   Liens	95
	SECTION 6.02.   Fundamental Changes	97
	SECTION 6.03.   Lines of Business	97
	SECTION 6.04.   Financial Covenants	98
	SECTION 6.05.   Use of Proceeds in Compliance with Sanctions Laws	98
	Article VII EVENTS OF DEFAULT	98
	Article VIII AGENTS	101
	SECTION 8.01.   Administrative Agent	101
	SECTION 8.02.   Certain ERISA Matters	104
	SECTION 8.03.   Guaranty Matters	105
	Article IX MISCELLANEOUS	106
	SECTION 9.01.   Notices	106
	SECTION 9.02.   Waivers; Amendments	106
	SECTION 9.03.   Expenses; Limitation of Liability; Indemnity, Etc.	108
	SECTION 9.04.   Successors and Assigns	110
	SECTION 9.05.   Survival	113
	SECTION 9.06.   Counterparts; Integration; Effectiveness	114
	SECTION 9.07.   Severability	115



 






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	SECTION 9.08.   Payments Set Aside	115
	SECTION 9.09.   Right of Setoff	116
	SECTION 9.10.   Governing Law; Jurisdiction; Consent to Service of Process	116
	SECTION 9.11.   WAIVER OF JURY TRIAL	117
	SECTION 9.12.   Headings	117
	SECTION 9.13.   Confidentiality	117
	SECTION 9.14.   USA PATRIOT Act	119
	SECTION 9.15.   No Advisory or Fiduciary Relationships	119
	SECTION 9.16.   Interest Rate Limitation	119
	SECTION 9.17.   Acknowledgement and Consent to Bail-In of Affected Financial Institutions	120
	SECTION 9.18.   Judgment Currency	120
	Article X Guarantee	121
	SECTION 10.01.   Guarantee	121
	SECTION 10.02.   Obligations
    Unconditional	121
	Section 10.03.   Reinstatement	122
	Section 10.04.   Subrogation	122
	Section 10.05.   Remedies	122
	Section 10.06.   Continuing
    Guarantee	122


 


	SCHEDULES	 
	 	 
	SCHEDULE 2.01	Commitments
	SCHEDULE 9.01	Notice Information
	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A	Form of Assignment and Assumption
	EXHIBIT B-1	Form of Subsidiary Borrower Designation
	EXHIBIT B-2	Form of Subsidiary Borrower Termination Notice
	EXHIBIT C	Form of Promissory Note
	EXHIBIT D	Forms of U.S. Tax Certificates



 






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REVOLVING CREDIT AGREEMENT,
dated as of May 12, 2022 among Corebridge financial, Inc., a Delaware corporation (the
 “Company”), the Subsidiary Borrowers party hereto, the LENDERS party
hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the SEVERAL L/C AGENT party hereto (this “Agreement”).


The Company has requested
that the Lenders from time to time issue letters of credit for the account of the Company and its Subsidiaries, and the Company has requested
that the Lenders make available loans to the Company and the Subsidiary Borrowers from time to time, in an aggregate face or principal
amount not exceeding $2,500,000,000 at any one time outstanding, and the Lenders are prepared to issue such letters of credit and make
such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows:


Article I



DEFINITIONS


Section 1.01.             
Defined Terms.


As used in this Agreement,
the following terms have the meanings specified below:


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at
a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.


“Additional Commitment
Lender” has the meaning assigned to such term in Section 2.22(c).


“Adjusted Daily
Simple RFR” means, with respect to any RFR Borrowing denominated in Sterling, an interest rate per annum equal to (a) the Daily
Simple RFR for Sterling, plus (b) the applicable Credit Spread Adjustment; provided that if the Adjusted Daily Simple RFR
as so determined under this definition would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


“Adjusted Daily
Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) the Credit Spread Adjustment that
would be applicable to a Term Benchmark Loan denominated in Dollars; provided that if Adjusted Daily Simple SOFR as so determined
would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


“Adjusted EURIBOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per
annum equal to (a)  the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that
if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the
purposes of this Agreement.






    1


     


    

 


“Adjusted Term
SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest
Period plus (b) the applicable Credit Spread Adjustment; provided that if the Adjusted Term SOFR Rate as so determined would be
less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


“Adjusted TIBOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Yen for any Interest Period, an interest rate per annum
equal to (a) the TIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted
TIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.


“Administrative
Agent” means JPMorgan, in its capacity as administrative agent for the Lenders hereunder.


“Administrative
Agent’s Office” means the Administrative Agent’s address as set forth on Schedule 9.01, or such other address
as the Administrative Agent may from time to time notify the Company and the Lenders.


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


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


“Affected Lender”
means a Lender that (a) is not obligated to issue a particular Several Letter of Credit because of one or more of the events or circumstances
described in Sections 2.20(a)(iii)(A) or (B), and (b) has elected not to issue such Several Letter of Credit as a result
of one or more of such events or circumstances.


“Affiliate”
means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


“Agent-Related Person”
has the meaning assigned to such term in Section 9.03(d).


“Agents”
means each of the Administrative Agent, the Syndication Agents and the Several L/C Agent.


“Aggregate Dollar
Equivalent Amount” has the meaning assigned to such term in Section 2.08(b).


“Agreed Currency”
means Dollars and/or any Alternative Currency, as applicable.


“Agreement”
has the meaning given to it in the preamble hereto.


“Agreement Currency”
has the meaning assigned to such term in Section 9.18.






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“Agreement Value”
means, for each Swap Contract, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements and
netting amounts arising out of intercompany Swap Contracts) that the Company or any Subsidiary would be required to pay if such Swap Contract
were terminated on such date.


“AIG”
means American International Group, Inc., a Delaware corporation.


“AIG Guarantee”
means the guarantees by AIG of AIGLH’s obligations under the AIGLH Notes pursuant to any of (i) that First Supplemental Indenture
dated as of November 1, 2001, to the Indenture dated as of November 15, 1997, between AIGLH, as successor to American General Corporation,
as Issuer, AIG, as Guarantor, and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as Trustee, (ii) that First
Supplemental Indenture dated as of November 1, 2001, to the Indenture dated as of December 1, 1996, between AIGLH, as successor to American
General Corporation, as Issuer, AIG, as Guarantor, and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as
Trustee, and (iii) that First Supplemental Indenture dated as of November 1, 2001, to the Indenture dated as of May 15, 1995, between
AIGLH, as successor to American General Corporation, as Issuer, AIG, as Guarantor, and The Chase Manhattan Bank, as Trustee.


“AIGLH”
means AIG Life Holdings, Inc., a Texas corporation.


“AIGLH Notes”
means (A) the outstanding senior debt securities issued by AIGLH, consisting of (i) its 71⁄2% Notes due 2025 and (ii) its 65⁄8%
Notes due 2029, and (B) the outstanding junior subordinated debt securities issued by AIGLH, consisting of (i) its 81⁄2% Junior Subordinated
Debentures due 2030, (ii) its 7.57% Junior Subordinated Deferrable Interest Debentures, Series A and (iii) its 81⁄8% Junior Subordinated
Deferrable Interest Debentures, Series B.


“Alternate Base
Rate” means, for any day, a rate per annum (which shall not be less than zero) equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the NYFRB Rate in effect on such day plus 0.50% and (c) the Adjusted Term SOFR Rate for a one month
Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate
for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication
time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any
change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If
the Alternate Base Rate is being used as an alternate rate of interest pursuant to ‎Section
2.11 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to ‎Section
2.11(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to
clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1%,
such rate shall be deemed to be 1% for purposes of this Agreement.






    3


     


    

 


“Alternative Currency”
means Sterling, Euros, Yen and any additional currencies determined after the Closing Date by mutual agreement of the Company, Lenders
and Administrative Agent; provided that each such currency is a lawful currency that is readily available, freely transferable
and not restricted and able to be converted into Dollars.


“Alternative Currency Daily Rate”
means, for any day, with respect to any Borrowing denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the
definition thereof plus the applicable Credit Spread Adjustment; provided, that, if any Alternative Currency Daily
Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily
Rate shall be effective from and including the date of such change without further notice.


“Alternative Currency Daily Rate Loan”
means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency
Daily Rate Loans must be denominated in Sterling or such other Alternative Currency as has been approved in accordance with Section
1.06 (to the extent such Loans denominated in such currency will bear interest at a daily rate).


“Alternative Currency Loan”
means, collectively, Alternative Currency Daily Rate Loans and Alternative Currency Term Rate Loans.


“Alternative Currency Term Rate”
means, for any Interest Period, with respect to any Borrowing:


(a)              
denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published
on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term
equivalent to such Interest Period;


(b)              
denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), as published
on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) on the day that is two Business Days preceding the first day of such Interest Period with a term
equivalent to such Interest Period;


provided, that, if any Alternative
Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


“Ancillary Document”
has the meaning assigned to such term in Section 9.06(b).


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to
time concerning or relating to bribery or corruption.


“Applicable Percentage”
means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments
have terminated or expired, the Applicable Percentages shall be determined based upon the 


 






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Commitments most recently in effect, giving
effect to any assignments. The Applicable Percentage of a Lender may be adjusted in accordance with the provisions of this Agreement,
including as a result of a Commitment Increase under Section 2.17 and the provisions regarding Defaulting Lenders.


 


“Applicable Rate”
means, for any day, with respect to any ABR Loan, Term Benchmark Loan or RFR Loan, or with respect to the Letter of Credit fees payable
pursuant to Section 2.09(b) or the commitment fees payable pursuant to Section 2.09(a), as the case may be, the applicable rate per
annum set forth below under the caption “ABR Spread”, “Term Benchmark Spread”, “RFR Spread”, “Letter
of Credit Fee Rate” or “Commitment Fee Rate”, respectively, based upon the Index Debt Rating by Moody’s and S&P,
respectively, applicable on such date:


	Index Debt 

Ratings	ABR Spread	Term 

Benchmark 

Spread	RFR 

Spread	Letter of 

Credit Fee 

Rate	Commitment 

Fee Rate
	Category 1

 > A / A2	0.000%	1.000%	1.000%	0.875%	0.100%
	Category 2

A- / A3	0.125%	1.125%	1.125%	1.000%	0.110%
	Category 3

BBB+ / Baa1	0.250%	1.250%	1.250%	1.125%	0.125%
	Category 4

BBB / Baa2	0.375%	1.375%	1.375%	1.250%	0.150%
	Category 5

<BBB- / Baa3 or unrated	0.500%	1.500%	1.500%	1.375%	0.200%


 


For purposes of the foregoing,
(a) if either Ratings Agency shall not have issued an Index Debt Rating (other than by reason of the circumstances referred to in the
second to last sentence of this paragraph), then such Ratings Agency shall be deemed to have established a rating in Category 5 above,
(b) if the Index Debt Rating established or deemed to have been established by the two Ratings Agencies shall fall within different ratings
levels, the Applicable Rate shall be based on the higher of the two ratings, unless one of the two ratings is two or more ratings levels
lower than the other, in which case the Applicable Rate shall be determined by the reference to the rating level one level below the higher
of the two ratings (and, for this purpose, a rating level shall be the comparable rating level for the Moody’s rating and the S&P’s
rating (i.e., ratings of A-/A3 are the same rating level)), and (c) if any rating shall be changed (other than as a result of a change
in the rating system of the applicable Ratings Agency), such change shall be effective as of the date on which it is first announced by
the applicable Ratings Agency. Each change in the Applicable Rate shall apply to all outstanding Loans, Letters of Credit and commitment
fees, as applicable, accruing during the period commencing on the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of any Ratings Agency shall change, or if either Ratings Agency shall
cease to be in the business of rating corporate debt obligations, the Company and the relevant Lenders shall negotiate in good faith to
amend the references to specific ratings in this


 






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definition to reflect such changed rating system or the unavailability of ratings from
such Ratings Agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the
rating most recently in effect prior to such change or cessation. At any time an Event of Default has occurred and is continuing, the
Applicable Rate shall be deemed to be in Category 5 above.


“Approved Electronic
Platform” means IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative
Agent to be its electronic transmission system.


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender as assignor and an assignee (with the consent of each
Person whose consent is required by Section 9.04(b)), and accepted by the Administrative Agent, in the form of Exhibit A or
any other form approved by the Administrative Agent.


“Assuming Lender”
has the meaning assigned to such term in Section 2.17.


“Auto-Extension
Letter of Credit” has the meaning assigned to such term in Section 2.20(b)(v).


“Availability Period”
means the period from and including the Closing Date to but excluding the earlier of the Commitment Termination Date and the termination
of the Commitments.


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor
for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof),
as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining
any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e)
of Section 2.11.


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


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as


 






    6


     


    

 


amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental
Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such
Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any
contracts or agreements made by such Person.


“Benchmark”
means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii)
Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, and the related
Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such
prior benchmark rate pursuant to clause (b) of ‎Section
2.11.


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark
Replacement” shall mean the alternative set forth in (2) below:


(1)              
in the case of any Loan denominated in Dollars, the Adjusted Daily Simple SOFR;


(2)             
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit
facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;


 






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If the Benchmark Replacement
as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Loan Documents.


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


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


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


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


(2)             
in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative;


 






    8


     


    

 


provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to
any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).


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


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


(2)          a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency
applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component),
a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the
administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or


(3)              a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer,
or as of a specified future date will no longer be, representative.


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


 






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“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section
2.11 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any Loan Document in accordance with ‎Section 2.11.


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


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


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


“Borrower”
means any of the Company and the Subsidiary Borrowers, as the context may require, and “Borrowers” means all of the foregoing.
References herein to the “applicable Borrower” with respect to any Borrowing or Loan shall refer to that Borrower to which
such Loan or Borrowing is (or is to be, as applicable) made by the Lenders.


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


“Borrowing Request”
means a request by a Borrower for a Borrowing in accordance with Section 2.03.


“Business Day”
means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that
in relation to Loans bearing interest based on the Daily Simple SOFR and any interest rate settings, fundings, disbursements, settlements
or payments of any such Loan, or any other dealings of such Loan, any such day that is only an U.S. Government Securities Business Day.


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.


“Cash Collateral”
means, with respect to any Letter of Credit, deposit account balances maintained with the Administrative Agent, denominated in Dollars
and pledged, as collateral, to the Administrative Agent for the benefit of the Lenders in an amount equal to the Outstanding Amount of
the corresponding L/C Obligations with respect to such Letter of Credit.


“Cash Collateralize”
has the meaning specified in Section 2.20(g). Derivatives of “Cash Collateralize” shall have corresponding meanings.


 



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“Central Bank Rate”
means, the greater of (A) (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank
Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates
as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of
the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing
operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto)
from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking
system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c)
Yen, the “short-term prime rate” as publicly announced by the Bank of Japan (or any successor thereto) from time to time and
(d) any other Alternative Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in
its reasonable discretion; plus (ii) the applicable Central Bank Rate Adjustment and (B) the Floor.


“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for
which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable
during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such
period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted
Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding,
from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days)
minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, (c) Yen, a rate equal to
the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted TIBOR Rate for the five most recent
Business Days preceding such day for which the TIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest
Adjusted TIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Yen in effect
on the last Business Day in such period and (d) any other Alternative Currency determined after the Closing Date, a Central Bank Rate
Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central
Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) each of the EURIBOR Rate and the TIBOR Rate
on any day shall be based on the EURIBOR Screen Rate or the TIBOR Screen Rate, as applicable, on such day at approximately the time referred
to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.


“Change in Control”
shall be deemed to have occurred if any “person” or “group” (within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934 as in effect on the date hereof) other than AIG and/or any wholly-owned subsidiaries of AIG, shall own, directly
or indirectly, beneficially or of record, shares representing more than 35% of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of the Company.


 






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“Change in Law”
means (a) the adoption of any Law after the date of this Agreement, (b) any change in any Law or in the administration, interpretation,
implementation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender
(or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s holding company, if any) with
any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith
or in implementation thereof 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, issued or implemented.


“Charges”
has the meaning assigned to such term in Section 9.16.


“Closing Date”
has the meaning assigned to such term in Section 4.01.


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


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


“Commitment”
means, with respect to each Lender, the commitment of such Lender (a) to make Loans in Dollars or in an Alternative Currency and (b) to
issue Several Letters of Credit in Dollars or in an Alternative Currency (and to purchase participations therein to the extent provided
herein), expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment
may be (i) reduced from time to time pursuant to Section 2.06, (ii) increased from time to time pursuant to Section 2.17, and/or (iii)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption (or, in the case of any Assuming Lender,
the agreement entered into by such Assuming Lender under Section 2.17) pursuant to which such Lender shall have assumed its Commitment,
as applicable. The initial aggregate amount of the Lenders’ Commitments is $2,500,000,000 as of the Closing Date. The Commitments
of the Lenders are several and not joint and no Lender shall be responsible for any other Lender’s failure to make the Loan hereunder.


“Commitment Increase”
has the meaning assigned to such term in Section 2.17.


“Commitment Increase
Date” has the meaning assigned to such term in Section 2.17.


“Commitment Termination
Date” means the fifth anniversary of the Closing Date (or if such date is not a Business Day, the immediately preceding Business
Day).


 






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“Commitment Termination
Extension Effective Date” has the meaning assigned to such term in Section 2.22(d).


“Commitment Termination
Extension Request” has the meaning assigned to such term in Section 2.22(a).


“Company”
has the meaning given to it in the preamble hereto.


“Confirming Bank”
means, as provided in Section 2.21 with respect to any Non-NAIC Approved Bank, any Person (including any Lender) that is a NAIC Approved
Bank and that has agreed in a written agreement to confirm Several Letters of Credit with respect to which such Non-NAIC Approved Bank
is an issuer, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent (such an agreement, a
 “Confirming Bank Agreement”).


“Confirming Bank
Agreement” has the meaning assigned to such term in the definition of “Confirming Bank”.


“Consolidated Net
Worth” means, at any date, the total shareholders’ equity of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded from “Consolidated Net Worth” (a) accumulated
other comprehensive income (or loss) (adjusted for the Fortitude Re Adjustment Amount) and (b) all noncontrolling interests (as determined
in accordance with the Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial
Statements”).


“Consolidated Total
Capitalization” means, at any date, the sum of (a) Consolidated Total Debt plus (b) without duplication of
any amount of Hybrid Securities included in the determination of Consolidated Total Debt, the aggregate amount of Hybrid Securities plus
(c) Consolidated Net Worth.


“Consolidated Total
Debt” means, at any date, without duplication, the sum of (a) the aggregate amount of all Indebtedness of the Company and
its Subsidiaries (excluding all Operating Indebtedness and Hybrid Securities of the Company and its Subsidiaries) plus (b) the
aggregate amount of Hybrid Securities in excess of 15% of Consolidated Total Capitalization, in each case, determined on a consolidated
basis in accordance with GAAP.


“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.


 






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“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


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


“Credit Spread Adjustment”
means a percentage per annum as set forth below:


	Currency	Index	one
month	three
month	six
month
	USD  	Term SOFR	0.1000%	0.1000%	0.1000%
	GBP	SONIA	0.0326%	Not Offered	Not Offered
	EUR	EURIBOR	N/A	N/A	N/A
	JPY	TIBOR	N/A	N/A	N/A  






“Currency”
means, with respect to any jurisdiction, the lawful money of such jurisdiction.


“Current Anniversary
Date” has the meaning assigned to such term in Section 2.22(a).


“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i)
Sterling, SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest
Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and (ii)
Dollars, Daily Simple SOFR.


“Daily Simple SOFR”
means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five (5) U.S. Government
Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if
such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change
in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice
to the Company.


 






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“Default”
means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both, would constitute an Event
of Default.


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit fees, a rate per annum equal to 2.00% plus the Alternate
Base Rate as in effect from time to time plus the Applicable Rate applicable to ABR Loans; provided that, with respect to
principal of any Loan other than an ABR Loan that shall become due (whether at stated maturity, by acceleration, by prepayment or otherwise)
on a day other than the last day of the Interest Period therefor, the “Default Rate” shall be a rate per annum equal to, for
the period from and including such due date to but excluding the last day of such Interest Period, 2.00% plus the interest rate
for such Loan that is not an ABR Loan as provided in Section 2.10(b) and, thereafter, the rate provided for above in this definition,
and (b) when used with respect to Letter of Credit fees, a rate equal to 2.00% per annum plus the Applicable Rate.


“Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans; (ii) fund any portion of its obligations in respect of Letters of Credit (including participation obligations therein, if
any, hereunder) or (iii) pay over to the Administrative Agent, the Several L/C Agent or any Lender any other amount required to be
paid by it hereunder, unless, in the case of clause (i) above, (x) such Lender notifies the Administrative Agent in writing that
such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified
and including the particular default, if any) has not been satisfied or (y) such failure has been satisfied, (b) has notified the
Company or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply
with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based
on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default,
if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three Business Days after request by the Administrative Agent, acting in good faith, to confirm in
writing in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder (including in
respect of the Letters of Credit) (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt by the Administrative Agent of such confirmation) or (d) has become the subject of a Bankruptcy Event or Bail-In Action.


“Designated Jurisdiction”
means the United States, any State thereof or the District of Columbia, Bermuda, the United Kingdom or the Republic of Ireland.


“Designated Subsidiaries”
means, without duplication, (a) any Subsidiary that has total assets in excess of 10% (or, solely for purposes of Section 6.01, 20%) of
the consolidated total assets of the Company and its Subsidiaries (based upon and as of the date of delivery of the most recent consolidated
balance sheet of the Company furnished pursuant to Section 3.05(a) or 5.01); (b) any Subsidiary formed or organized after the date hereof
that owns, directly or indirectly, greater than 10% (or, solely for purposes of the Section 6.01, 20%) of the Equity Interests in any
other Designated Subsidiary, in each case, as measured as of the last day of the most recent fiscal quarter for which financial statements
of the Company and its consolidated


 






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subsidiaries are available; and (c) each Subsidiary Borrower (so long as it remains a Subsidiary Borrower
hereunder).


“Disclosed Matters”
means any matter disclosed in the Registration Statement.


“Disclosed Tax Matters”
means any matters relating to taxes set forth or accounted for in the “Federal Income Taxes” or “Income Taxes”
notes, as applicable, in the Registration Statement.


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if such amount
is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase
of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters
on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or
ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided by such other publicly available
information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole
discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars
as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such
amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent using
any method of determination it deems appropriate in its sole discretion.


“Dollars”
or “$” refers to 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.


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or record.


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international
interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily


 






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calculated. If, after the
designation by the Lenders of any currency as an Alternative Currency (or if, with respect to any currency that constitutes an Alternative
Currency on the Closing Date, after the Closing Date), any change in currency controls or exchange regulations or any change in the national
or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in
the reasonable opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative Currency) or the Several
L/C Agent (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily
available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such
currency or (c) providing such currency is impracticable for any Lender (each of clauses (a), (b) and (c), a “Disqualifying
Event”), then the Administrative Agent or the Several L/C Agent, as the case may be, shall promptly notify the Lenders and the
Company in writing, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying
Event(s) no longer exist(s). Within five (5) Business Days after receipt of such notice from the Administrative Agent or the Several L/C
Agent, the Borrowers shall, at their option, repay all Loans in such currency to which the Disqualifying Event applies or convert such
Loans into the Dollar Equivalent of such Loans in Dollars; provided, however, that the conversion of such Loans into Dollars pursuant
to this definition shall be subject to the requirements of Section 2.05 and not be subject to a bring-down of representations and warranties.


“Environmental Laws”
means all federal, state, local, municipal and foreign Laws (including common law), treaties, regulations, rules, ordinances, codes, decrees,
judgments, injunctions, permits, directives, orders (including consent orders), and legally binding requirements of any Governmental Authority,
in each case concerning the protection of the environment, natural resources, human health and safety as it relates to any Hazardous Materials
or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment,
storage, transport, recycling, disposal or handling of, or the arrangement for such activities with respect to, Hazardous Materials, in
each case not relating to or arising out of the insurance or reinsurance activities of the Company or the Subsidiaries.


“Environmental Liability”
means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs
(including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out
of (a) actual or alleged compliance or noncompliance with any Environmental Law, (b) the generation, manufacture, processing,
distribution, use, handling, transport, storage, treatment, recycling or disposal of, or the arrangement for such activities with respect
to, any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any
contract, agreement or other consensual arrangement pursuant to which a liability or obligation is assumed or imposed with respect to
any of the foregoing. Liabilities of the type described above arising out of the obligation of any Insurance Subsidiary with respect to
its insurance operations shall not constitute “Environmental Liabilities” hereunder.


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity


 






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interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise
acquire any such equity interest.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b)
or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with
respect to a Plan (other than an event for which the 30-day notice period is waived), (b) any failure by any Plan to satisfy the
minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not
waived, (c) the determination that any Plan is in “at-risk status” (within the meaning of Section 430 of the Code and Section 303
of ERISA), (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan, (e) the incurrence by the Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Company
or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (f) the receipt by the Company or any of its ERISA Affiliates
from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan, (g) the requirement that a Plan provide a security pursuant to Section 436(f)(i) of the Code, (h) the receipt
by the Company or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Company or any of its ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (i) the Company or any of the Subsidiaries engaging
in a non-exempt “prohibited transaction” with respect to a plan for which the Company or any of the Subsidiaries is a “disqualified
person” (within the meaning of Section 4975 of the Code) or with respect to which the Company or any such Subsidiary could
otherwise be liable, (j) any other event or condition with respect to a Plan or Multiemployer Plan that would reasonably be expected
to result in liability of the Company or any Subsidiary under Title IV of ERISA or (k) any Foreign Benefit Event.


“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.


“Euro”
or “€” means the single currency of the Participating Member States.


“EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET
Days prior to the commencement of such Interest Period.


 






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“EURIBOR Screen
Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which
takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by
the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate)
or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as
published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or
service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation
with the Company.


“Events of Default”
has the meaning assigned to such term in Article VII.


“Excluded Taxes”
means, with respect to any payment made by any Borrower, any of the following Taxes imposed on or with respect to a Recipient or required
to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by gross or net income (however denominated),
franchise Taxes, revenue Taxes and branch profits Taxes and taxes in lieu thereof (including value-added or similar Taxes), in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes; (b) Taxes attributable to such Recipient’s failure or inability to comply with Section 2.14(f); (c) U.S. Federal
withholding Taxes from a Law in effect on the date on which (i) such Recipient acquires directly or indirectly its applicable ownership
interest in the Loans, Letters of Credit, participations therein or Commitments (other than a Recipient acquiring its applicable ownership
interest pursuant to Section 2.16(b)) or (ii) such Recipient changes its lending office, except in each case to the extent that,
pursuant to Section 2.14, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before
such Recipient became a Recipient with respect to its applicable ownership interest in the Loans, Letters of Credit or Commitments or
to such Recipient immediately before it changed its lending office and (d) any U.S. federal withholding Taxes imposed under FATCA.


“Existing Commitment
Termination Date” has the meaning assigned to such term in Section 2.22(a).


“Extending Lender”
has the meaning assigned to such term in Section 2.22(b).


“FATCA”
means Sections 1471 through 1474 of the Code, any current or future regulations or official governmental interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation or rules adopted pursuant
to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.


“Federal Funds Effective
Rate” means, for any day, the rate per annum calculated by the NYFRB based on such day’s federal funds transactions by
depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published
on the next succeeding Business Day by the NYFRB as the effective federal funds rate;


 






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provided that if the Federal Funds Effective Rate
as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer, deputy treasurer or controller of the Company.


“Financial Stability
Board” means the Financial Stability Board established after the G20 London summit in April 2009 as a successor to the Financial
Stability Forum.


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted Daily Simple SOFR, Adjusted
EURIBOR Rate, Adjusted TIBOR Rate, Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial
Floor for each of Adjusted Term SOFR Rate, Adjusted Daily Simple SOFR, Adjusted EURIBOR Rate, Adjusted TIBOR Rate, Adjusted Daily Simple
RFR or the Central Bank Rate shall be zero.


“Foreign Benefit
Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable Law or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the
failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or
payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension
Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign
Pension Plan, (d) the incurrence of any liability by the Company or any Subsidiary under applicable Law on account of the complete
or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the
occurrence of any transaction that is prohibited under any applicable Law and that would reasonably be expected to result in the incurrence
of any liability by the Company or any of the Subsidiaries, or the imposition on the Company or any of the Subsidiaries of any fine, excise
tax or penalty resulting from any noncompliance with any applicable Law.


“Foreign Currency”
means at any time any Currency other than Dollars.


“Foreign Currency
Equivalent” means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such
amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term "Dollar Equivalent",
as determined by the Administrative Agent.


“Foreign Currency
Sublimit Dollar Amount” means $750,000,000 as of the Closing Date, as such amount may be increased from time to time pursuant
to Section 2.17.


“Foreign Currency
Sublimit Increase” has the meaning assigned to such term in Section 2.17.


“Foreign Pension
Plan” means any benefit plan maintained outside of the U.S. primarily for the benefit of employees working outside the U.S.
that under applicable Law is


 






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required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained
exclusively by a Governmental Authority.


“Fortitude Re Adjustment
Amount” means, at any date, the amount (if any) of cumulative unrealized gains and losses relating to Fortitude Re’s Funds
Withheld Assets (as such term is used in the Company’s most recent financial statement delivered in accordance with Section 5.01)
as included in accumulated other comprehensive income (or loss).


“Fund”
means any investment vehicle managed by the Company or an Affiliate of the Company and created in the ordinary course of the Company’s
asset management business or tax credit investment business for the purpose of selling and/or holding, directly or indirectly, Equity
Interests in such investment vehicle to third parties.


“GAAP”
means United States generally accepted accounting principles applied on a consistent basis.


“GIC”
means a guaranteed investment contract or funding agreement or other similar agreement issued by the Company or any of its Subsidiaries
that guarantees to a counterparty a rate of return on the invested capital over the life of such contract or agreement.


“Governmental Authority”
means any federal, state, local, municipal or foreign court or governmental agency, authority, instrumentality, regulatory body (including
any board of insurance, insurance department or insurance commissioner), court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


“Guarantee”
of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for
the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or
(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so
as to enable the primary obligor to pay such Indebtedness or other obligation; provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of business.


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01.


“Hazardous Materials”
means any pollutant, contaminant, waste or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste
or material, including petroleum, its derivatives, by-products and other hydrocarbons, coal ash, radon gas, asbestos, asbestos-containing
materials, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorohydrocarbons, and any substance, waste or material
regulated under any Environmental Law.


 






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“Honor Date”
has the meaning assigned to such term in Section 2.20(c)(i).


“Hybrid Securities”
means any junior subordinated debt or trust preferred securities issued by the Company or any of its Subsidiaries that received hybrid
equity treatment from S&P and Moody’s at issuance.


“Increasing Lender”
has the meaning assigned to such term in Section 2.17.


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or
other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in
the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed (provided that, for purposes of this clause (e), if such Person has not assumed or otherwise
become personally liable for any such Indebtedness, the amount of the Indebtedness of such Person in connection therewith shall be limited
to the lesser of (i) the fair market value of such property and (ii) the amount of Indebtedness secured by such Lien), (f) all
Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations of
such Person as an account party in respect of letters of credit and (i) all obligations of such Person in respect of bankers’
acceptances. Indebtedness shall not include: (i) any obligation of any Person to make any payment, hold funds or securities or to
segregate funds or securities for the benefit of one or more third parties pursuant to any surety or fidelity bond, any insurance or reinsurance
contract or program, any distribution agreement, any program administrator agreement, managing general agency agreement, third party administrator
agreement, claims services agreement or similar insurance services agreement, or any annuity contract, variable annuity contract, life
insurance policy, variable life insurance policy or other similar agreement or instrument (including GICs and financial guarantees), including
any policyholder account, arising in the ordinary course of any such Person’s business; (ii) all other liabilities (or guarantees
thereof) of any Person arising in the ordinary course of any such Person’s business as an insurance company, reinsurance company
(including GICs), agency, producer or claims services company or as a provider of financial or investment services (including GICs); (iii) obligations
of any Person under Swap Contracts; (iv) obligations of any Person under or arising out of any employee benefit plan, employment
contract or other similar arrangement; (v) obligations of any Person under any severance or termination of employment agreement or
plan; (vi) utilizing proceeds from the disposition of properties (or interests therein) generating tax credits to secure guarantee
obligations to third party investors in tax credit Funds, or providing guarantees to third-party investors in tax credit Funds to protect
against recapture of previously-allocated tax credits occurring after the disposition of such properties (or interests therein); or (vii)
Indebtedness of Subsidiaries that are held for sale (and accounted for as such under GAAP) as of the date hereof. The Indebtedness of
any Person shall include the Indebtedness of any partnership (other than Indebtedness that is nonrecourse to such Person) in which such
Person is a general partner.


 






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“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Borrower under any Loan Document
and (b) Other Taxes. For avoidance of doubt, Indemnified Taxes does not include Taxes imposed by applicable Law on a distribution
or similar payment made by a Lender to a Person that is an owner of such Lender with respect to its ownership interest in such
Lender and distributions and similar payments made by such owners to their owner.


“Indemnitee”
has the meaning assigned to such term in Section 9.03(c).


“Index Debt”
means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject
to any other credit enhancement.


“Index Debt Rating”
means, as of any date of determination, the rating as determined by S&P or Moody’s of the Index Debt.


“Insurance Subsidiary”
means any Subsidiary that is required to be licensed as an insurer or reinsurer.


“Interest Election
Request” means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.05.


“Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the Maturity
Date, (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one
month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such
month) and (2) the Maturity Date and (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration
after the first day of such Interest Period, and the Maturity Date.


“Interest Period”
means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the
Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the applicable Borrower may elect; provided, that:


(i)                
if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day;


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


 






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(iii)           
no tenor that has been removed from this definition pursuant to Section 2.11(e) shall be available for specification in such Borrowing
Request or Interest Election Request.


For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.


“IPO”
means the initial underwritten public offering of shares of common stock of the Company consummated on terms substantially consistent
with the Registration Statement or otherwise reasonably satisfactory to the Joint Lead Arrangers (it being understood and agreed that
any amendment to the Registration Statement shall be deemed satisfactory to the Joint Lead Arrangers so long as such amendment is not
materially adverse to the Lenders).


“IPO Effective Date”
means the date on which the IPO is consummated.


“IRS”
means the United States Internal Revenue Service.


“ISP”
means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No.
590), or such later version thereof as may be in effect at the time of issuance of such Letter of Credit.


“Joint Lead Arrangers”
means the Joint Lead Arrangers and Joint Bookrunners listed on the cover page of this Agreement.


“JPMorgan”
means JPMorgan Chase Bank, N.A or one or more of its affiliates.


“Judgment Currency”
has the meaning assigned to such term in Section 9.18.


“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 Obligations”
means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of
all unpaid Unreimbursed Amounts. 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 3.13 or 3.14 of the ISP, Article 29 of
the UCP (if applicable thereto), or similar provisions in applicable law or terms expressed in the Letter of Credit, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be drawn. For purposes of determining the L/C
Obligations held by any Lender at any time, such Lender shall be deemed to hold an amount equal to the sum of (a) the aggregate amount
of such Lender’s direct obligation in all outstanding Several Letters of Credit, (b) its participations (if any) in all


 






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outstanding
Several Letters of Credit and (c) its Applicable Percentage of all unpaid Unreimbursed Amounts at such time.


“Lender-Related
Person” has the meaning assigned to such term in Section 9.03(b).


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and
Assumption or an instrument executed by such Person pursuant to Section 2.17, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption; provided that, as the context requires, “Lenders” shall include the
Several L/C Agent and each Limited Fronting Lender (if any).


“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 Several L/C Agent.


“Letter of Credit
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 Several L/C Agent and the Company (and, if applicable, any Subsidiary named as an applicant in the
Letter of Credit Application) or entered into by the Company (or, if applicable, any Subsidiary) in favor of the Several L/C Agent and
relating to any such Letter of Credit.


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.


“Limited Fronting
Lender” means, as provided in Section 2.20(k), (a) any Lender (so long as it is not an Affected Lender with respect
to a particular Several Letter of Credit) that agrees that it shall be an issuer with respect to any Affected Lender’s Applicable
Percentage of a particular Several Letter of Credit or (b) any Lender which is a NAIC Approved Bank that agrees that it shall be
an issuer with respect to any Non-NAIC Approved Bank’s Applicable Percentage of Several Letters of Credit outstanding and/or issued
during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank, in each case pursuant to a Limited Fronting Lender Agreement.


“Limited Fronting
Lender Agreement” has the meaning assigned to such term in Section 2.20(k).


“Limited Recourse
Real Estate Indebtedness” means Indebtedness of any Subsidiary of the Company secured by Liens on any of its real property (including
investments in real property) and certain personal property related thereto; provided that (i) the recourse of


 






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the holder
of such Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating such Liens or providing
for such Indebtedness shall be limited to such real property and personal property relating thereto; and (ii) such holder may not
under the instrument creating such Lien or providing for such Indebtedness collect by levy of execution or otherwise against property
of such Subsidiary (other than such real property and personal property relating thereto directly securing such Indebtedness) if such
Subsidiary fails to pay such Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations
that are customary in “non-recourse” real estate transactions.


“Loan Documents”
means, collectively, this Agreement, the promissory notes (if any) executed and delivered pursuant to Section 2.07(e), each Subsidiary
Borrower Designation and the Letter of Credit Documents.


“Loan”
and “Loans” means the loans made by the Lenders to the Borrowers pursuant to Section 2.01.


“Loan Parties”
means, collectively, the Company and the Subsidiary Borrowers.


“Margin Stock”
means “margin stock” within the meaning of Regulations T, U and X of the Board.


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, property or financial condition of the Company and
its Subsidiaries taken as a whole or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of
the Administrative Agent and the Lenders thereunder.


“Material Indebtedness”
means Indebtedness (other than the Loans, reimbursement obligations in respect of the Letters of Credit and any Limited Recourse Real
Estate Indebtedness), or obligations in respect of one or more Swap Contracts, of any one or more of the Company and its Subsidiaries
in an aggregate principal amount exceeding $375,000,000. For purposes of determining Material Indebtedness, the “principal amount”
of the obligations of the Company or any Subsidiary in respect of any Swap Contract at any time shall be the Agreement Value of such Swap
Contract at such time.


“Maturity Date”
means (x) December 29, 2023, if the IPO Effective Date has not occurred on or prior to such date, or (y) otherwise, the Commitment Termination
Date.


“Maximum Rate”
has the meaning assigned to such term in Section 9.16.


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


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


“NAIC”
means the National Association of Insurance Commissioners or any successor thereto, or in the absence of the National Association of Insurance
Commissioners or such successor, any other association, agency or other organization performing advisory, coordination or other like functions
among insurance departments, insurance commissioners and


 






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similar Governmental Authorities of the various states of the United States toward
the promotion of uniformity in the practices of such Governmental Authorities.


“NAIC Approved Bank”
means a bank or trust company (which shall not be an affiliate of the Company) that is listed on the most current “List of Qualified
U.S. Financial Institutions” approved by the NAIC; provided that if such bank or trust company is not a U.S. Person, such
bank or trust company is acting through the United States branch of such bank or trust company listed on such “List of Qualified
U.S. Financial Institutions”.


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


“Non-Extending Lender”
has the meaning assigned to such term in Section 2.22(b).


“Non-Extension Notice
Date” has the meaning assigned to such term in Section 2.20(b)(v).


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


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


“NYFRB”
means the Federal Reserve Bank of New York.


“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the “Overnight Bank Funding
Rate” in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided
that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing
selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


“Notice Date”
has the meaning assigned to such term in Section 2.22(b).


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company and the other Loan Parties arising under
any Loan Document or otherwise with respect to any Loans (including with respect to principal, interest, fees and other amounts payable
by the Loan Parties thereunder), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Company,
any other Loan Party or any Affiliate thereof of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization
naming such Person as the debtor in


 






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such case, proceeding or action, regardless of whether such interest and fees are allowed claims in
such proceeding.


“Operating Indebtedness”
of any Person means, at any date, without duplication, any Indebtedness of such Person (a) in respect of AXXX, XXX and other similar life
reserve requirements, (b) incurred in connection with repurchase agreements, securities lending and dollar roll transactions, (c) to the
extent the proceeds of which are used directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts
in order) to support AXXX, XXX and other similar life reserves, (d) to the extent the proceeds of which are used to fund discrete assets
or pools of assets (and related hedge instruments and capital) that are at least notionally segregated from other assets and have sufficient
cash flow to pay principal and interest thereof, with insignificant risk of other assets of such Person being called upon to make such
principal and interest payments, (e) in respect of the Company’s “Debt of Consolidated Investment Entities”, (f) consisting
of loans and other obligations owing to Federal Home Loan Banks or (g) that is otherwise treated as “operating indebtedness”
and excluded from financial leverage by each of the Ratings Agencies in its evaluation of such Person.


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity.


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


“Other Taxes”
means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, 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 or Taxes imposed with respect to an assignment or participation.


“Outstanding Amount”
means, with respect to any L/C Obligations on any date, the amount of such L/C Obligations at the close of business on such date after
giving effect to any issuance, amendment or extension of any Letter of Credit occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including such changes resulting from any reimbursements of outstanding unpaid drawings
under any Letters of






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Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such
date.


“Overnight Bank
Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated
in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set
forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank
funding rate.


“Participant”
has the meaning assigned to such term in Section 9.04(c).


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


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


“Participating Member
State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation
of the European Union relating to Economic and Monetary Union.


“Payment”
has the meaning assigned to it in Section 8.01(j).


“Payment Notice”
has the meaning assigned to it in Section 8.01(j).


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


“Percentage Obligation”
has the meaning assigned to such term in Section 2.20(b)(iii).


“Permitted Encumbrances”
means (a) Liens for taxes, assessments and governmental charges not yet due or that are being contested in good faith by appropriate
proceedings; (b) bankers’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s
or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that
are being contested in good faith by appropriate proceedings; (c) pledges and deposits made in compliance with workmen’s compensation,
unemployment insurance and other social security Laws; (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in
the ordinary course of business that, in the aggregate, do not materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of the Company or any Subsidiary Borrower; and (f) Liens arising in the ordinary course
of business on operating accounts (including deposit accounts and any related securities accounts) maintained by the Company or any Subsidiary
Borrower, including bankers’ Liens and rights of setoff arising in connection therewith; provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness.


 






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


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 307 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


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


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in
any jurisdiction.


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.


“Ratings Agency”
means, individually or collectively, S&P and/or Moody’s, as the context may require.


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) the Several L/C Agent and (c) any Lender (and, in the case of a Lender
that is classified as a partnership for U.S. Federal tax purposes, a Person treated as a beneficial owner thereof for U.S. Federal
tax purposes).


“Reference Time”
with respect to any setting of the then-current Benchmark means if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the
day that is two Business Days preceding the date of such setting, (2) if such Benchmark is Daily Simple SOFR, then four Business Days
prior to such setting or (3) if such Benchmark is neither the Term SOFR Rate nor Daily Simple SOFR, the time determined by the Administrative
Agent in its reasonable discretion.


“Register”
has the meaning assigned to such term in Section 9.04(b)(iv).


“Registration Statement”
means the registration statement filed by the Company with the SEC and delivered to the Administrative Agent and the Joint Lead Arrangers
on March 28, 2022 (without giving effect to any amendments thereto).


“Regulation T”
means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 






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“Regulation U”
means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


“Regulation X”
means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents,
attorneys, accountants and other professional advisors of such Person and of such Person’s Affiliates.


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


“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board
and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated
in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor
thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee
officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect to a Benchmark
Replacement in respect of Loans denominated in Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan
or, in each case, any successor thereto, and (v) with respect to a Benchmark Replacement in respect of Loans denominated in any other
currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor
which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b)
any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement
is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or
(B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability
Board or any part thereof.


“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term
Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing denominated in
Yen, the Adjusted TIBOR Rate, as applicable or (iv) with respect to any RFR Borrowing denominated in Sterling, the Adjusted Daily Simple
RFR, as applicable.


“Relevant Screen
Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with
respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate or (iii) with


 






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respect to any Term Benchmark Borrowing
denominated in Yen, the TIBOR Screen Rate, as applicable.


“Required Lenders”
means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures
and unused Commitments at such time; provided that the Credit Exposures and unused Commitments of any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.


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


“Responsible Officer”
means any executive officer or Financial Officer of the Company and any other officer or similar official thereof responsible for the
administration of the obligations of such Person in respect of this Agreement.


“Revaluation Date”
shall mean (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the Borrowing
of such Loan and (ii) (A) with respect to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant
to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar
month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the
last day of such month); (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following:
(i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment
of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative
Agent may determine at any time when an Event of Default exists.


“RFR”
means, for any RFR Loan denominated in (a) Sterling, SONIA and (b) Dollars, Daily Simple SOFR.


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


“RFR Business Day”
means, for any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are
closed for general business in London and (b) Dollars, a U.S. Government Securities Business Day.


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple RFR”.


“RFR Loan”
means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR.


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


 






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“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any comprehensive sanctions program that extends
beyond any list of Sanctioned Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
Department of State, or by the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom or the European Union,
which as of the date of this Agreement are the so - called Donetsk People’s Republic, Luhansk People’s Republic and the Crimea
regions of Ukraine, Cuba, Iran, North Korea and Syria.


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, Her Majesty’s
Treasury of the United Kingdom or the European Union, (b) any Person located, organized or resident in, or the government of, a Sanctioned
Country or the Government of Venezuela or (c) any Person owned or controlled by any such Person described in clause (a) or (b).


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) the Australian
Department of Foreign Affairs and Trade. For the avoidance of doubt, the term “sanctions” shall not include any withholding
tax under FATCA.


“SAP”
means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance commissioner
(or other similar authority) in the domicile of such Insurance Subsidiary for the preparation of annual statements and other financial
reports of such Insurance Subsidiary, which are applicable to the circumstances as of the date of filing of such statement or report.


“SEC”
means the Securities and Exchange Commission, or any regulatory body that succeeds to the functions thereof.


“Securities Transactions”
means (a) securities lending arrangements, (b) repurchase and reverse repurchase arrangements with respect to securities and
financial instruments and (c) other similar arrangements.


“Several L/C Agent”
means JPMorgan Chase Bank, N.A., in its capacity as agent and attorney-in-fact for the Lenders in issuing and amending Several Letters
of Credit, or any successor in such capacity.


“Several Letter
of Credit” means any Letter of Credit issued severally by the Lenders.


“SOFR”
means a rate equal to the “Secured Overnight Financing Rate” as administered by the SOFR Administrator.






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“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


“SOFR Administrator’s
Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR”.


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.


“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted
EURIBOR Rate or Adjusted TIBOR Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed
in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant
to Regulation D. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation
D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.


“Sterling”
or “£” means the lawful currency of the United Kingdom.


“subsidiary”
means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability
company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary
voting power or more than 50% of the general partnership or managing limited liability company interests (as applicable) are, at the time
any determination is being made, owned, Controlled or held directly or indirectly by such parent; provided that no Fund shall be
a “subsidiary” for the purpose hereof.


“Subsidiary”
means any direct or indirect subsidiary of the Company.


 






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“Subsidiary Borrower”
mean each Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, so long as such Subsidiary
shall remain a Subsidiary Borrower hereunder. As of the date hereof, there are no Subsidiary Borrowers party hereto.


“Subsidiary Borrower
Designation” means a Subsidiary Borrower Designation entered into by the Company and the applicable Subsidiary of the Company,
pursuant to which such Subsidiary shall (subject to the terms and conditions of Section 2.19) be designated as a Borrower hereunder,
substantially in the form of Exhibit B-1 or any other form approved by the Administrative Agent.


“Subsidiary Borrower
Termination Notice” has the meaning assigned to such term in Section 2.19(c).


“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, emission rights, 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; provided that Swap Contracts shall not include (i) any
right, option, warrant or other award made under an employee benefit plan, employment contract or other similar arrangement or (ii) any
right, warrant or option or other convertible or exchangeable security or other instrument issued by the Company or any Subsidiary or
Affiliate of the Company or any Subsidiary for capital raising purposes.


“Syndication Agents”
means the Syndication Agents listed on the cover page of this Agreement.


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees or withholdings (including
backup withholding) imposed


 






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by any Governmental Authority, including any interest, additions to tax, fines or penalties applicable thereto.


“Term Benchmark”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate.


“Term SOFR Determination
Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.


“Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period.


“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum equal to
the forward-looking term rate based on SOFR as published by the CME Term SOFR Administrator. If by 5:00 pm (New York City time) on such
Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term
SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference
Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first
preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.


“TIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Yen and for any Interest Period, the TIBOR Screen Rate two Business
Days prior to the commencement of such Interest Period.


“TIBOR Screen Rate”
means the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which takes
over the administration of that rate) for the relevant currency and period displayed on page DTIBOR01 of the Reuters screen (or, in the
event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such
rate, or on the appropriate page of such other information service that publishes such rate as selected by the Administrative Agent from
time to time in its reasonable discretion) as published at approximately 1:00 p.m. Japan time two Business Days prior to the commencement
of such Interest Period.


“Transactions”
means the execution, delivery and performance by the Loan Parties of the Loan Documents, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.


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


 






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reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate, the Alternate
Base Rate or the Adjusted Daily Simple RFR.


“UCP”
means the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of
Commerce at the time of issuance of a Letter of Credit or such earlier version thereof as may be required by the applicable Governmental
Authority or beneficiary.


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


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


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


“Unreimbursed Amount”
has the meaning assigned to such term in Section 2.20(c)(i).


“U.S.”
or “United States” means the United States of America.


“U.S. Government
Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


“U.S. Tax Certificate”
has the meaning assigned to such term in Section 2.14(f)(ii)(D)(2).


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


“Withholding Agent”
means each Loan Party and the Administrative Agent.


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


 






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the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution
or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


“Yen”
or “¥” means the lawful currency of Japan.


Section 1.02.             
Terms Generally.


(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 (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) 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 from time to time amended, supplemented or otherwise modified, (c) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and
 “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


(b)       Each
obligation hereunder of any party hereto that is denominated in a Currency of a country that is not a Participating Member State on the
date hereof shall, effective from the date on which such country becomes a Participating Member State, be redenominated in Euro in accordance
with the legislation of the European Union applicable to the European Monetary Union, provided that, if and to the extent that any such
legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account
of the creditor can be paid by the debtor either in Euro or such Currency, such party shall be entitled to pay or repay such amount either
in Euro or in such Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Alternative Currency
of any country that becomes a Participating Member State after the date on which such currency becomes an Alternative Currency shall be
inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro,
such convention or practice shall replace such expressed basis effective as of and from the date on which such country becomes a Participating
Member State, provided that, with respect to any Borrowing or Letter of Credit denominated in such currency that is outstanding immediately


 






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prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective
liabilities of the Borrowers to the Lenders and of the Lenders to the Borrowers under or pursuant to this Agreement, each provision of
this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time agree in
writing with the Borrower as shall be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that
becomes a Participating Member State after the date hereof.


Section 1.03.             
Accounting Terms and Determinations.


Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. Notwithstanding anything herein to the contrary, whether a lease constitutes
a capital lease or an operating lease shall be determined based on GAAP without giving effect to any treatment of leases under Accounting
Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or
effect).


Section 1.04.             
Currencies; Currency Equivalents.  


At any time, any reference in the definition of
the term “Alternative Currency” or in any other provision of this Agreement to the Currency of any particular nation means
the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. Except
as otherwise expressly provided in this Agreement, for purposes of determining (i) whether the amount of any Borrowing, together with
all other Borrowings then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Commitments,
(ii) the aggregate unutilized amount of the Commitments, (iii) the outstanding aggregate principal amount of Borrowings and (iv) the Credit
Exposure, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency shall be deemed
to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing or Letter of Credit, as applicable, determined as
of the most recent Revaluation Date on or prior to the date of the relevant Borrowing (determined in accordance with the last sentence
of the definition of the term “Interest Period”) or issuance of the relevant Letter of Credit, as the case may be and, in
the case of clause (ii), (iii), and (iv), as of each subsequent Revaluation Date shall be deemed to be the Dollar Equivalent of the amount
of the Foreign Currency of the relevant Borrowing or Letter of Credit, as applicable, determined as of such subsequent Revaluation Date
until the next Revaluation Date to occur. Wherever in this Agreement in connection with a Borrowing, Loan or Letter of Credit an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or


 






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Letter of Credit is denominated in
a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000
units of such Foreign Currency).


Section 1.05.             
Interest Rates; Benchmark Notification.


The interest rate on a Loan may be derived from
an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence
of a Benchmark Transition Event, Section 2.11(b) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,
performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate
thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative,
successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest
rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any
interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any
relevant adjustments thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources
or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced
in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any Lender
or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.


Section 1.06.             
Additional Alternative Currencies. 


(a)       The
Company may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other than
those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is an
Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject
to the approval of the Administrative Agent and each Lender; and in the case of any such request with respect to the issuance of Letters
of Credit, such request shall be subject to the approval of the Administrative Agent, the Several L/C Agent and each Lender.


(b)       Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., fifteen (15) Business Days prior to the date of the
desired Borrowing (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining
to Letters of Credit, the Several L/C Agent, in its or their sole discretion). In the case of any such request pertaining to Alternative
Currency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Several L/C Agent shall promptly notify the Lenders thereof. Each Lender shall


 






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notify the Administrative Agent
or the Several L/C Agent, as applicable, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents,
in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such
requested currency.


(c)       Any
failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal
by such Lender to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative
Agent and all the Lenders consent to making Alternative Currency Loans in such requested currency and the Administrative Agent and such
Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative
Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of Alternative Currency Daily
Rate or Alternative Currency Term Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment
for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable,
has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an
Alternative Currency for purposes of any Borrowings of Alternative Currency Loans. If the Several L/C Agent and the Lenders consent to
the issuance of Letters of Credit in such requested currency, the Several L/C Agent shall so notify the Company and (iii) the Several
L/C Agent and the Lenders may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable,
to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (iv) to the extent
the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, has been amended to reflect the appropriate
rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency, for purposes of any Letter
of Credit issuances. If the Administrative Agent or the Several L/C Agent, as applicable, shall fail to obtain consent to any request
for an additional currency under this Section 1.06, such Agent shall promptly so notify the Company.


Section 1.07.Divisions. For all purposes
under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different
jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability
of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if
any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence
by the holders of its Equity Interests at such time.


Article II



THE CREDITS


Section 2.01.             
Commitments.


Subject to the terms and conditions set forth
herein, each Lender agrees to make Loans in Dollars or in any Alternative Currency to one or more of the Borrowers from time to time during
the Availability Period in an aggregate principal amount that will not result in


 






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(i) such Lender’s Credit Exposure exceeding
such Lender’s Commitment, (ii) the total Credit Exposures exceeding the total Commitments or (iii) the Dollar Equivalent of
the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Alternative Currency exceeding
the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, each
Borrower may borrow, prepay and reborrow Loans.


Section 2.02.             
Loans and Borrowings.


(a)              
Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type and Currency
made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


(b)              
Type of Loans. Subject to Section 2.11, each Borrowing shall be comprised (A) in the case of Borrowings in Dollars,
entirely of ABR Loans or Term Benchmark Loans and (B) in the case of Borrowings in any other Agreed Currency, entirely of Term Benchmark
Loans or RFR Loans, as applicable, in each case of the same Agreed Currency, as the Borrower may request in accordance herewith. Each
Lender at its option may make any Loan that is not an ABR Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.


(c)              
Minimum Amounts; Limitation on Number of Borrowings. At the commencement of the Interest Period for any Term Benchmark Borrowing,
such Borrowing shall be in an aggregate amount of $10,000,000 or a larger multiple of $1,000,000. At the time that any ABR Borrowing or
RFR Borrowing is made, such Borrowing shall be in an aggregate amount equal to $10,000,000 or a larger multiple of $1,000,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required
to finance the reimbursement of an Unreimbursed Amount as contemplated by Section 2.20(c)(i). Borrowings of more than one Type and Currency
may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Borrowings of Term Benchmark
Loans or RFR Loans outstanding.


(d)              
Limitations on Lengths of Interest Periods. Notwithstanding any other provision of this Agreement, no Borrower shall be
entitled to request, or to elect to convert to or continue as a Term Benchmark Borrowing, any Borrowing if the Interest Period requested
therefor would end after the Commitment Termination Date.


Section 2.03.             
Requests for Borrowings.


With respect to each borrowing of an installment
of the Loan, a Borrower shall give the Administrative Agent a Borrowing Request by telephone or in writing (a)(i) in the case of a


 






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Term
Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in Euros or Yen, not later than 12:00 p.m., New York City
time, three Business Days before the date of the proposed Borrowing and (iii) in the case of an RFR Borrowing denominated in Sterling,
not later than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Borrowing or (b) in the case of
an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request
shall be irrevocable and, in the case of telephonic Borrowing Requests, shall be confirmed promptly (but, in the case of an ABR Borrowing,
not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing) by hand delivery or telecopy to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such Borrowing Request
shall specify the following information in compliance with Section 2.02:


(i)                
the identity of the applicable Borrower;


(ii)              
the aggregate amount and Currency of the requested Borrowing;


(iii)            
the date of such Borrowing, which shall be a Business Day;


(iv)            
whether such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or an RFR Borrowing;


(v)              
in the case of a Term Benchmark Borrowing, the initial Interest Period therefor, which shall be a period contemplated by the definition
of the term “Interest Period”; and


(vi)            
the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with
the requirements of Section 2.04.


If no election as to the Currency of a Borrowing is specified, then
the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the applicable
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section (but, in the case of an ABR Borrowing, not later than 11:30 a.m., New York City time, on the date
of the requested Borrowing, provided that the Administrative Agent shall have received a written Borrowing Request for such Borrowing
not later than 10:00 a.m., New York City time, on such date), the Administrative Agent shall advise each relevant Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


Section 2.04.             
Funding of Borrowings.


(a)              
Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds by 12:00 noon (or, in the case of an ABR Borrowing, 2:00 p.m.), New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make
such Loans available to the applicable Borrower by crediting the amounts so received within two hours of receipt from the Lenders, in


 






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like funds, to an account of such Borrower maintained with the Administrative Agent in New York City and designated by such Borrower in
the applicable Borrowing Request.


(b)              
Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a)
of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event,
if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender
and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment
to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the applicable Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitments or
to prejudice any rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any
default by such Lender hereunder.


Section 2.05.             
Interest Elections.


(a)              
Elections by Borrowers for Borrowings. Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Term Benchmark Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter,
the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing
of the same Type and, in the case of a Term Benchmark Borrowing, may elect the Interest Period therefor, all as provided in this Section;
provided, however, that (i) , except as provided in the definition of Eligible Currency, a Borrowing denominated in one Currency
may not be continued as, or converted to, a Borrowing in a different Currency, (ii) no Borrowing denominated in an Alternative Currency
may be continued, or pursuant to the definition of Eligible Currency converted, if, after giving effect thereto, the total Credit Exposures
(net of any amounts Cash Collateralized with respect thereto) would exceed the total aggregate Commitments or the Dollar Equivalent of
the total Credit Exposures (net of any amounts Cash Collateralized with respect thereto) denominated in any Alternative Currency would
exceed the Foreign Currency Sublimit Dollar Amount, and (iii) except as provided in the definition of Eligible Currency, a Borrowing denominated
in an Alternative Currency may not be converted to a Borrowing of a different Type. Such Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing.


 






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(b)              
Notice of Elections. To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative
Agent of such election by telephone or in writing by the time that a Borrowing Request would be required under Section 2.03 if such
Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each
such telephonic Interest Election Request shall be irrevocable and, in the case of telephonic Interest Election Requests shall be confirmed
promptly by hand delivery, electronic delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by such Borrower and (if such Borrower is not the Company) the Company.


(c)              
Information in Interest Election Requests. Each Interest Election Request shall specify the following information in compliance
with Section 2.02:


(i)                
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);


(ii)              
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


(iii)            
whether, in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark
Borrowing; and


(iv)            
if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period therefor after giving effect to such election, which
shall be a period contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Term Benchmark
Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of
one month’s duration.


(d)              
Notice by Administrative Agent to Lenders. Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.


(e)              
Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election
Request with respect to a Term Benchmark Borrowing denominated in Dollars prior to the end of the Interest Period therefor, then, unless
such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.
If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing
denominated in an Alternative Currency prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be continued as a Term Benchmark Borrowing in their original Currency
with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders,


 






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so notifies the Company, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing, (ii) unless repaid,
each Term Benchmark Borrowing denominated in Dollars shall automatically be converted to an ABR Borrowing at the end of the Interest Period
therefor and (iii) no Term Benchmark Borrowing denominated in an Alternative Currency may have an Interest Period of more than one month’s
duration.


Section 2.06.             
Termination and Reduction of Commitments.


(a)              
Scheduled Termination. Unless previously terminated, the Commitments shall terminate on the Commitment Termination Date.


(b)              
Voluntary Termination or Reduction. The Company may at any time terminate the Commitments or from time to time reduce the
Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is $10,000,000 or a larger multiple
of $1,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment
of the Loans in accordance with Section 2.08, (x) the total Credit Exposure would exceed the total Commitments or (y) the Dollar Equivalent
of the total Credit Exposures (net of any amounts Cash Collateralized with respect thereto) denominated in any Alternative Currency would
exceed the Foreign Currency Sublimit Dollar Amount. Notwithstanding the termination of the Commitments, this Agreement shall not terminate,
and the obligations of the Loan Parties under this Agreement shall continue in full force and effect until such time as all principal
of or accrued interest on the Loans, all Unreimbursed Amounts and all fees and other amounts payable under this Agreement or any other
Loan Document have been paid in full and no Letters of Credit are outstanding.


(c)              
Notice of Voluntary Termination or Reduction. The Company shall notify the Administrative Agent of any election to terminate
or reduce the Commitments under paragraph (b) of this Section at least two Business Days prior to the effective date of such termination
or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon
occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such
notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made
ratably among the Lenders in accordance with their respective Commitments.


Section 2.07.             
Repayment of Loans; Evidence of Debt.


(a)              
Repayment. Each Loan shall mature, and each Borrower hereby unconditionally promises to pay the unpaid principal of each
Loan (together with accrued interest thereon and all other amounts then payable under this Agreement) on the Maturity Date.


 






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(b)              
Maintenance of Loan Accounts by Lenders. Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender to such Borrower, including
the amounts and Currency of principal and interest payable and paid to such Lender by such Borrower from time to time hereunder.


(c)              
Maintenance of Loan Accounts by Administrative Agent. The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made to a Borrower hereunder, the Type and Currency thereof and each Interest Period applicable
thereto, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from any Borrower
to each Lender hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for account
of the Lenders and each Lender’s share thereof.


(d)              
Effect of Entries. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section
shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure
of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrowers to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the records of
the Administrative Agent and the records of a Lender, the records of the Administrative Agent shall control absent manifest error.


(e)              
Promissory Notes. Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such
event, such Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) substantially in the form of Exhibit C or any other form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant
to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory
note is a registered note, to such payee and its registered assigns).


Section 2.08.             
Prepayment of Loans.


(a)              
Optional Prepayments. Each applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing
made to such Borrower in whole or in part, without premium or penalty, subject to the requirements of paragraph (d) of this Section
2.08 and Section 2.13.


(b)              
Mandatory Prepayments in respect of Currency Fluctuations. If the Administrative Agent notifies the Company in writing
at any time that the Dollar Equivalent of the total Credit Exposures (net of any amounts Cash Collateralized with respect thereto) denominated
in any Alternative Currency as of such determination date (the “Aggregate Dollar Equivalent Amount”) exceeds 110%
of the Foreign Currency Sublimit Dollar Amount, the Borrowers shall, within five Business Days after receipt of such notice from the
Administrative Agent, prepay Loans and/or Unreimbursed Amounts denominated in an Alternative Currency, and/or provide Cash Collateral
in respect of Letters of Credit denominated in an Alternative



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Currency in accordance with Section 2.20(g), such allocation to be determined by the Company in
its sole discretion, in an aggregate amount such that immediately after giving effect thereto, the Dollar Equivalent of the total Credit
Exposures (net of any amounts Cash Collateralized with respect thereto) denominated in any Alternative Currency shall not exceed the Foreign
Currency Sublimit Dollar Amount. If the Administrative Agent notifies the Company in writing that, on the date of such determination,
the Dollar Equivalent of the total Credit Exposures (net of any amounts Cash Collateralized with respect thereto) of the Lenders exceeds
105% of the total aggregate Commitments, the Borrowers shall, within five Business Days after receipt of such notice from the Administrative
Agent, prepay Loans and/or Unreimbursed Amounts (whether denominated in Dollars or Alternative Currencies) and/or provide Cash Collateral
in respect of Letters of Credit (whether denominated in Dollars or Alternative Currencies) in accordance with Section 2.20(g), such allocation
to be determined by the Company in its sole discretion, in an aggregate amount such that immediately after giving effect thereto, the
Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) of the Lenders shall not
exceed the total aggregate Commitments.


(c)              
Cash Collateral. At any time that amounts are Cash Collateralized pursuant to the foregoing paragraph, the Company may reasonably
request (but not more than once per calendar week) the Administrative Agent make the determinations contemplated in the foregoing paragraph.
Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Company. Any such Cash Collateralized
amounts shall be released to the applicable Borrower within two Business Days of such determination so long as immediately after giving
effect thereto both (i) the Dollar Equivalent of the total Credit Exposures denominated in an Alternative Currency (net of any amounts
Cash Collateralized with respect thereto) shall not exceed the Foreign Currency Sublimit Dollar Amount and (ii) the Dollar Equivalent
of the total Credit Exposures (net of any amounts Cash Collateralized with respect thereto) shall not exceed the total aggregate Commitments.


(d)              
Notices, Etc. The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) or in
writing of any prepayment hereunder (i) (x) in the case of prepayment of any Term Benchmark Borrowing denominated in Dollars, not
later than 11:00 a.m., New York City time, three Business Days before the date of prepayment (which shall be a Business Day), (y) in
the case of prepayment of a Term Benchmark Borrowing denominated in Euros or Yen, not later than 12:00 p.m., New York City time, three
Business Days before the date of prepayment or (z) in the case of prepayment of an RFR Borrowing denominated in Sterling, not later than
11:00 a.m., New York City time, five RFR Business Days before the date of prepayment or (ii) in the case of prepayment of any ABR Borrowing,
not later than 11:00 a.m., New York City time, on the date of prepayment (which shall be a Business Day). Each such notice shall be irrevocable
and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of
a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional
prepayment may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including
the effectiveness of other credit facilities), in which case such notice may be revoked by the applicable Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any
such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial



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optional prepayment of
any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.10, together with amounts, if any, payable pursuant to Section 2.13.


Section 2.09.             
Fees.


(a)              Commitment Fees. The Company agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which
shall accrue at a rate per annum equal to the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period
from and including the Closing Date to but excluding the earlier of the date on which such Commitment terminates and the Commitment Termination
Date. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable
in arrears on the fifteenth day following such last day and on the last day of the Availability Period, commencing on the first such date
to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall
be payable on demand.


(b)          Letter
of Credit Fees. The Company shall pay to the Administrative Agent for account of each Lender a Letter of Credit fee, which shall
accrue at a rate per annum equal to the Applicable Rate for Letter of Credit fees in effect from time to time on such Lender’s
Applicable Percentage of the daily maximum amount available to be drawn under all Letters of Credit outstanding from time to time. Letter
of Credit fees accrued through and including the last day of March, June, September and December of each year shall be payable on the
fifteenth day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such
fees shall be payable on the earlier of the date on which the Commitment terminates and the Commitment Termination Date, and any such
fees accruing thereafter (so long as any Letter of Credit or L/C Obligation remains outstanding) shall be payable on demand. Notwithstanding
anything to the contrary contained herein, while any Event of Default under clause (g) or (h) of Article VII exists and, upon the request
of the Required Lenders, while any other Event of Default exists, all such Letter of Credit fees shall accrue at the Default Rate.


(c)          Documentary and Processing Charges. The Company shall pay directly to the Several L/C Agent for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard and reasonable costs and charges, of the Several L/C Agent
relating to each Letter of Credit as from time to time in effect.


(d)              
Administrative Agent Fees. The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the
amounts and at the times separately agreed upon between the Company and the Administrative Agent.


(e)              
Payment of Fees; Computation of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately
available funds, to the Administrative Agent for distribution, as applicable, to the Person or Persons entitled thereto. Fees paid shall
not be refundable under any circumstances. All fees payable under paragraph (a) or (b) of this



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Section shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


Section 2.10.             
Interest.


(a)              
ABR Loans. The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base
Rate plus the Applicable Rate.


(b)              
Term Benchmark Loans. The Loans constituting each Term Benchmark Borrowing shall bear interest at a rate per annum equal
to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate, as applicable, for the Interest Period in effect
for such Borrowing plus the Applicable Rate.


(c)              
RFR Loans. Each RFR Loan shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus
the Applicable Rate.


(d)              
Default Interest. If any amount of principal of any Loan, interest or any other amount payable by any Loan Party under any
Loan Document 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 rate per annum at all times equal to the Default Rate to the fullest extent permitted
by applicable Laws. Without duplication of amounts payable under the preceding sentence, while any Event of Default pursuant to clause (g)
or (h) of Article VII exists and, upon request by the Required Lenders, while any other Event of Default exists, the applicable
Borrower shall pay interest on the principal amount of all outstanding Loans made to such Borrower at a rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.


(e)              
Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan
and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan
prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (iii) in the event of any conversion of any Term Benchmark Borrowing prior to the end of the Interest Period therefor,
accrued interest on such Borrowing shall be payable on the effective date of such conversion.


(f)               
Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest
computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year) and (ii) interest on RFR Loans denominated in Sterling shall be
computed on the bases of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, EURIBOR Rate, Adjusted
TIBOR Rate, TIBOR Rate, Adjusted Daily Simple RFR or Daily Simple RFR shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.



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Section 2.11.             
Alternate Rate of Interest.


(a)              
Subject to clauses (b), (c), (d), (e) and (f) of this ‎Section 2.11, if:


(i)                
the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement
of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term
SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate or the Adjusted TIBOR Rate or the TIBOR Rate (including because
the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period
or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple RFR, Daily Simple
RFR or RFR for the applicable Agreed Currency; or


(ii)             
the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term
Benchmark Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate for the applicable Agreed Currency
and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
(or its Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable
Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender)
of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;


then the Administrative Agent shall give notice thereof to the
Company and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative
Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant
Benchmark and (y) the Company delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Borrowing
Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Interest Election Request that requests
the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests
a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x)
a Borrowing for Loans that bear interest at the Adjusted Daily Simple SOFR plus the Applicable Rate applicable to a Term Benchmark
Loan denominated in Dollars, so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.11(a)(i) or (ii) above or
(y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.11(a)(i) or (ii) above and (B) for Loans denominated
in an Alternative Currency, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Term Benchmark Borrowing and any Borrowing Requests that requests a Term Benchmark Borrowing or an RFR Borrowing, in each case,
for the relevant Benchmark, shall be ineffective; provided that if the circumstances giving rise to such notice affect only one
Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term



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Benchmark Loan or RFR Loan in any Agreed Currency is outstanding
on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this ‎Section
2.11(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies
the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and
(y) the Company delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Borrowing Request in accordance
with the terms of Section 2.03, (A) for Loans denominated in Dollars, (1) any Term Benchmark Loan shall on the last day of the Interest
Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative
Agent to, and shall constitute (x) a Loan bearing interest at the Adjusted Daily Simple SOFR plus the Applicable Rate applicable
to a Term Benchmark Loan denominated in Dollars, so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.11(a)(i)
or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.11(a)(i) or (ii) above, on such day
and (B) for Loan denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable
Alternative Currency plus the Central Bank Rate Adjustment; provided that, if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined,
any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the relevant Borrower’s election
prior to such day: (A) be prepaid by such Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable
to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan
denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at
such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the Central Bank
Rate Adjustment; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent
manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR
Loans denominated in any Alternative Currency, at the Company’s election, shall either (A) be converted into ABR Loans denominated
in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full immediately.


(b)              
Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be
a “Loan Document” for purposes of this ‎Section 2.11), if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement”
with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to,
or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined
in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark
Replacement is provided to the Lenders without



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any amendment to, or further action or consent of any other party to, this Agreement or
any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising the Required Lenders.


(c)              
Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to
make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan
Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or
consent of any other party to this Agreement or any other Loan Document.


(d)              
The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event,
(ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender
(or group of Lenders) pursuant to this ‎Section 2.11, including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this ‎Section 2.11.


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


(f)               
Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any
request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any request for
(1) a Term Benchmark Borrowing



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denominated in Dollars into a request for a Borrowing of or conversion to (A) a Borrowing for Loans that
bear interest at the Adjusted Daily Simple SOFR plus the Applicable Rate applicable to a Term Benchmark Loan, so long as the Adjusted
Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the
subject of a Benchmark Transition Event or (y) any Term Benchmark Borrowing or RFR Borrowing denominated in an Alternative Currency shall
be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in
any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the
Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable
to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant
to this ‎Section 2.11, (A) for Loans denominated in Dollars, (1) any Term Benchmark Loan shall
on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day),
be converted by the Administrative Agent to, and shall constitute, (x) a Loan bearing interest at the Adjusted Daily Simple SOFR plus
the Applicable Rate applicable to a Term Benchmark Loan denominated in Dollars, so long as the Adjusted Daily Simple SOFR is not the subject
of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on
such day and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest
Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank
Rate for the applicable Alternative Currency plus the Central Bank Rate Adjustment; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative
Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the relevant
Borrower’s election prior to such day: (A) be prepaid by such Borrower on such day or (B) solely for the purpose of calculating
the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed
to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans
denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency
plus the Central Bank Rate Adjustment; provided that, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding
affected RFR Loans denominated in any Alternative Currency, at the Company’s election, shall either (A) be converted into ABR Loans
denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full
immediately.


Section 2.12.             
Increased Costs.


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



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(i)                
impose, modify or deem applicable any reserve, special deposit, compulsory loan, deposit insurance charge or similar requirement
against assets of, deposits with or for account of, or credit extended by, any Lender;


(ii)             
impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Term Benchmark Loans made
by such Lender;


(iii)           
subject any Recipient to any Taxes (other than (A) Taxes under FATCA, (B) Indemnified Taxes, (C) Other Connection
Taxes on gross or net income, profits, franchise or revenues or taxes in lieu thereof (including value-added or similar Taxes) and (D)
Taxes described in clauses (b) through (c) of the definition of Excluded Taxes) on its Loans (including principal amount thereof), Letters
of Credit (or participations in Letters of Credit), Commitments or other obligations hereunder, or its deposits, reserves, other liabilities
or capital attributable thereto; or


(iv)            
cause or deem Letters of Credit to be held on the books of any Lender as assets and/or deposits;


and the result of any of the foregoing shall be to increase the
cost to such Lenders or such other Recipient of making or maintaining any Term Benchmark Loan (or of maintaining its obligation to make
any such Loan), to increase the cost to such Lenders or such other Recipient of its obligation to issue or participate in, or of issuing,
maintaining or participating in, any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such
other Recipient hereunder (whether of principal, interest or otherwise), then the Company will pay to such Lender or such other Recipient,
as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for
such additional costs incurred or reduction suffered.


(b)              
Capital Requirements. If any Lender determines that any Change in Law regarding capital or liquidity requirements has or
would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company,
if any, as a consequence of this Agreement or the Loans made or the Letters of Credit issued (or participated in) by such Lender to a
level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or
liquidity, as applicable), then from time to time the Company will pay to such Lender in Dollars such additional amount or amounts as
will compensate such Lender or such Lender’s holding company for any such reduction suffered.


(c)              
Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts in Dollars necessary to compensate
such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender 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 to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender’s right to



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demand such compensation; provided that the Company shall not be required to
compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date
that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


Section 2.13.             
Break Funding Payments.


In the event of (a) the payment of any principal
of any Term Benchmark Loan or RFR Loan on a day other than the last day of an Interest Period or the relevant Interest Payment Date therefor
(including as a result of an Event of Default), (b) the conversion of any Term Benchmark Loan other than on the last day of an Interest
Period or the relevant Interest Payment Date therefor, (c) the failure to borrow, convert, continue or prepay any Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.08(d)
and is revoked in accordance therewith), or (d) the assignment of any Term Benchmark Loan or RFR Loan other than on the last day
of an Interest Period or the relevant Interest Payment Date therefor as a result of a request by the Company pursuant to Section 2.16,
then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.
In the case of a Term Benchmark Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined
by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to
the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the
then current Interest Period or the relevant Interest Payment Date, as applicable, for such Loan (or, in the case of a failure to borrow,
convert or continue, the duration of the Interest Period or comparable monthly period that would have resulted from such borrowing, conversion
or continuation) if the interest rate payable on such deposit were equal to the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted
TIBOR Rate or Adjusted Daily Simple RFR, as applicable, for such Interest Period or comparable monthly period, over (ii) the amount
of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an Affiliate of such Lender) for deposits in the relevant Currency
from other banks in the Term SOFR or Alternative Currency market, as applicable, at the commencement of such period. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to
the applicable Borrower and (if such Borrower is not the Company) the Company and shall be conclusive absent manifest error. Such Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


Section 2.14.             
Taxes.


(a)              
Withholding of Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without deduction
or withholding for any Taxes, unless such withholding is required by applicable Law (which, for purposes of this Section, shall include
FATCA). If any Withholding Agent determines, in its sole discretion exercised in good faith,



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that it is so required to deduct or withhold Taxes,
then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of deducted or withheld Taxes to the relevant
Governmental Authority in accordance with applicable Law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party
shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional
amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding
been made.


(b)              
Payment of Other Taxes by Loan Parties. Each Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable Law.


(c)              
Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental
Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


(d)              
Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient for any Indemnified
Taxes that are paid or payable by such Recipient in connection with any Loan Document (including amounts payable under this Section 2.14(d))
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.14(d) shall be paid within 10 days
after the Recipient delivers to any Loan Party a certificate stating the amount of any Indemnified Taxes so payable by such Recipient
and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so payable absent manifest
error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent. In the case of any Lender making a claim under
this Section 2.14(d) on behalf of any of its beneficial owners, an indemnity payment under this Section 2.14(d) shall be due
only to the extent that such Lender is able to establish that, with respect to the applicable Indemnified Taxes, such beneficial owners
supplied to the applicable Persons such properly completed and executed documentation necessary to claim any applicable exemption from,
or reduction of, such Indemnified Taxes.


(e)              
Indemnification by Lenders. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case
of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Loan Parties to do so) and the Loan Parties for any Excluded Taxes, in each case attributable
to such Lender that are paid or payable by the Administrative Agent or the applicable Loan Party (as applicable) in connection with any
Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Excluded Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.14(e) shall
be paid within 10 days after the Administrative Agent or the applicable Loan Party (as applicable) delivers to the applicable Lender
a certificate stating the amount of Taxes or Excluded Taxes so paid or payable by the Administrative Agent or the applicable Loan Party
(as applicable). Such certificate shall be conclusive of the amount so paid or payable absent manifest error.



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(f)               
Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax
with respect to any payments under any Loan Document shall deliver to the Company and the Administrative Agent, at the time such Lender
becomes a Lender hereunder or at times prescribed by Law or reasonably requested by the Company or the Administrative Agent, such properly
completed and executed documentation prescribed by Law or reasonably requested by the Company or the Administrative Agent as will permit
such payments to be made without, or at a reduced rate of, withholding, unless a Change in Law prevents such Lender from legally being
able to complete, execute or deliver such form. In addition, any Lender, if requested by the Company or the Administrative Agent, shall
deliver such other documentation prescribed by Law or reasonably requested by the Company or the Administrative Agent as will enable the
applicable Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup
withholding) or information reporting requirements. Upon the reasonable request of the Company or the Administrative Agent, any Lender
shall update any form or certification previously delivered pursuant to this Section 2.14(f). If any form or certification previously
delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall
promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative
Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.


(ii)             
Without limiting the generality of the foregoing, if any Loan Party is a U.S. Person, any Lender with respect to such Loan Party
shall, if it is legally eligible to do so, deliver to such Loan Party and the Administrative Agent (in such number of originals reasonably
requested by such Loan Party and the Administrative Agent), on or prior to the date on which such Lender becomes a party hereto, duly
completed and executed originals of whichever of the following is applicable:


(A)            
in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup
withholding tax;


(B)             
in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with
respect to payments of interest under any Loan Document, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from,
or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty, (2) with respect
to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from,
or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of
such tax treaty and (3) with respect to FATCA, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from withholding
tax;


(C)             
in the case of a Non-U.S. Lender for whom payments under the Loan Documents constitute income that is effectively connected with
such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;



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(D)            
in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code both (1) IRS Form W-8BEN or W-8BEN-E (as applicable) (which shall also establish an exemption from withholding tax under
FATCA) and (2) a certificate substantially in the applicable form attached as part of Exhibit D (a “U.S. Tax Certificate”)
to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a
 “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United
States with which the relevant interest payments are effectively connected;


(E)             
in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership
or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A),
(B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such
partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and
one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide
a U.S. Tax Certificate on behalf of such partners; or


(F)             
any other form prescribed by Law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together
with such supplementary documentation necessary to enable the applicable Loan Party or the Administrative Agent to determine the amount
of Tax (if any) required by Law to be withheld.


(iii)           
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 Withholding Agent, at the time or times prescribed by Law and at
such time or times reasonably requested by the Withholding 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 Withholding Agent as may be
necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not 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 (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


(g)              
Treatment of Certain Refunds. If any Lender or the Administrative Agent reasonably determines that it has received a refund,
in cash or applied as an offset against other cash tax liability, of any Taxes as to which it has been indemnified pursuant to this Section (including
additional amounts paid pursuant to this Section), such indemnified party shall pay to the indemnifying party an amount equal to such
refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net
of all out-of-pocket expenses (including any Taxes) of such indemnified party and



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without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall
repay to such indemnified party the amount paid to such indemnifying party pursuant to the previous sentence (plus, for the avoidance
of doubt, any interest imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.14(g), in no event will any indemnified
party be required to pay any amount to any indemnifying party pursuant to this Section 2.14(g) to the extent such payment would place
such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This Section 2.14(g) shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to
the indemnifying party or any other Person.


Section 2.15.             
Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


(a)              
Payments by Borrowers. Each Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or Unreimbursed Amounts, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 1:00 p.m., New York City time,
on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent
at the Administrative Agent’s Office, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03 shall be made directly
to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments hereunder (including commitment fees, payments required under
Section 2.07 relating to any Loan denominated in Dollars, and payments required under Section 2.08 relating to any Loan denominated in
Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such
Loan required under Section 2.08, which are payable in such Foreign Currency) (except to the extent otherwise provided therein) shall
be made in Dollars.


(b)              
Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, Unreimbursed Amounts, interest and fees then due hereunder, such funds shall be applied
(i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts
of interest and fees then due to such parties, and (ii) second, to pay principal and Unreimbursed Amounts then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and Unreimbursed Amounts then due to such parties.



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(c)              
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or any Unreimbursed Amount or interest thereon resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon or Unreimbursed Amounts
and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans or L/C Obligations, as applicable, of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal
of and accrued interest on their respective Loans and their respective Unreimbursed Amounts; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall
not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or interests
in Letters of Credit to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). Each Loan Party 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 such Loan
Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such
Loan Party in the amount of such participation.


(d)              
Presumptions of Payment. Unless the Administrative Agent shall have received notice (which notice shall be effective upon
receipt) from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders
hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event,
if the applicable Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the NYFRB Rate.


(e)              
Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.04(b), 2.15(d), 2.20(c) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary
provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the
benefit of the Administrative Agent to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future
funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order as determined
by the Administrative Agent in its discretion.


(f)               
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to issue or fund participations
in Letters of Credit and to make payments



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pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any
Loan, to issue any Letters of Credit or fund any participation therein or to make any payment under Section 9.03(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan, to issue its Letter of Credit to purchase its participation or to make its payment
under Section 9.03(c).


Section 2.16.             
Mitigation Obligations; Replacement of Lenders.


(a)            
Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, if any Loan Party
is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14,
or if any Lender otherwise determines such designation or assignment to be reasonably necessary to fulfill its obligations hereunder,
then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of
such Lender, such designation or assignment would (i) (x) eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14,
as the case may be, in the future and (y) not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender or (ii) allow such Lender to fulfill its obligations hereunder. The Company hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.


(b)              
Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) any Loan Party
is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14
or (iii) any Lender becomes a Defaulting Lender, an Affected Lender or a Non-NAIC Approved Bank, then the Company 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,
all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall be effected in accordance
with and subject to the restrictions contained in Section 9.04 and such assignee (if not a Lender) shall have been approved by the
Administrative Agent (which approval shall not unreasonably be withheld, conditioned or delayed), (B) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and Unreimbursed Amounts owing to it, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, Unreimbursed
Amounts and accrued interest and fees) or the Company (in the case of all other amounts), (C) with respect to an assignment as a
result of clause (iii) above, the assignment fee shall be paid to the Administrative Agent by the Company and (D) in the case of
any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14,
such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require
such assignment and delegation cease to apply (including, in the case of clause (iii) above with respect to any Non-NAIC Approved Bank,
if, prior thereto, such Lender complies with Section 2.21(a)).



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Section 2.17.             
Increase in Commitments. The Company may, at any time after the Closing Date by notice to the Administrative Agent,
propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”)
either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person
which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”),
in each case, with the approval of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided
that each Assuming Lender shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or
Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall
specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase
and the portion thereof being committed to by each such Increasing Lender or Assuming Lender, (iii) the date on which such Commitment
Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days
after delivery of such notice and 30 days prior to the Commitment Termination Date) and (iv) the Company’s election whether
to increase the Foreign Currency Sublimit Dollar Amount as provided below.


Each Commitment Increase shall be subject to the
following additional conditions:


(i)                
unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall
be in a minimum amount of at least $25,000,000;


(ii)             
unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;


(iii)           
immediately after giving effect to any Commitment Increase, the aggregate amount of Commitment Increases hereunder shall not exceed
$500,000,000;


(iv)            
no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase;
and


(v)              
the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and
correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects)
on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date).


In connection with any Commitment Increase, the
Company may, at its option, elect to ratably increase the Foreign Currency Sublimit Dollar Amount in proportion to the amount of such
Commitment Increase (each such proposed increase being a “Foreign Currency Sublimit Increase”).


Each Commitment Increase (and the increase of
the applicable Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom),
and if elected by the Company, the corresponding Foreign Currency



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Sublimit Increase, shall become effective as of the relevant Commitment
Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase
Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this
Section have been satisfied and (b) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative
Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable,
shall provide its Commitment (or an increase of its applicable Commitment, as applicable), duly executed by each such Lender and the Borrowers
and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such
Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record
the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase and if elected
by the Company, the corresponding Foreign Currency Sublimit Increase, to the Company and the Lenders (including, if applicable, each Assuming
Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay
in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance
with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow
new Loans from all the relevant Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans
are held ratably by the relevant Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase).


Notwithstanding anything herein to the contrary,
no Lender shall have any obligation to agree to increase any of its Commitments hereunder and any election to do so shall be in the sole
discretion of such Lender.


Section 2.18.             
Defaulting Lenders.


Notwithstanding any provision of this Agreement
to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a
Defaulting Lender:


(a)              
such Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during
which it is a Defaulting Lender (and the Company shall not be required to pay any such fee that would otherwise have been required to
have been paid to such Defaulting Lender);


(b)              
the Commitments and Credit Exposures of such Defaulting Lender shall not be included in determining whether all Lenders or the
Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant
to Section 9.02); except that (i) the Commitments of any Defaulting Lender may not be increased or extended without the consent
of such Lender and (ii) any waiver, amendment or other modification requiring the consent of all Lenders or each affected Lender
that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting
Lender; and



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(c)              
with respect to any Several Letter of Credit and/or the L/C Obligations,


(i)                
such Defaulting Lender shall not be entitled to receive any Letter of Credit fee pursuant to Section 2.09(b) for any period during
which it is a Defaulting Lender (and (except as provided in clause (c)(iii) below) the Company shall not be required to pay any such fee
that would otherwise have been required to have been paid to such Defaulting Lender);


(ii)             
subject to the condition that no Default has occurred and is continuing, with respect to any Several Letter of Credit outstanding
at the time such Lender becomes a Defaulting Lender (other than any Several Letter of Credit with respect to which another Lender has
agreed to act as the Limited Fronting Lender for such Defaulting Lender), with the consent of the beneficiary thereunder to the extent
required by the terms thereof or under applicable Law, (i) all or any portion of the L/C Obligations held by such Defaulting Lender
shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent
that (A) the sum of the aggregate Credit Exposure of Non-Defaulting Lenders plus the Outstanding Amount of the L/C Obligations held
by such Defaulting Lender shall not exceed the total Commitments of the Non-Defaulting Lenders (except as provided in Section 2.20(k)
for Limited Fronting Lenders) and (B) the aggregate Credit Exposure of each Non-Defaulting Lender shall not exceed the respective
Commitment of such Non-Defaulting Lender (except as provided in Section 2.20(k) if such Non-Defaulting Lender is a Limited Fronting
Lender) and (ii) each such Several Letter of Credit shall be amended to specify the Non-Defaulting Lenders that are parties to such
Several Letter of Credit, after giving effect to such event, and such Non-Defaulting Lenders’ respective Applicable Percentages
with respect thereto as of the effective date of such amendment (and, notwithstanding anything herein to the contrary, such Defaulting
Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so
allocated);


(iii)           
if the L/C Obligations held by the Non-Defaulting Lenders are reallocated with respect to any Several Letter of Credit pursuant
to clause (c)(ii) above, then the Letter of Credit fees payable to the Lenders with respect to such Several Letter of Credit pursuant
to Section 2.09(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ respective Applicable Percentages; and


(iv)            
so long as such Lender remains a Defaulting Lender, the L/C Obligations of the Lenders in respect of any Several Letter of Credit
requested to be issued hereunder shall be allocated among Non-Defaulting Lenders in a manner consistent with clause (c)(ii) above
(and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter
of Credit to the extent such L/C Obligations in respect thereof are so allocated).


In the event that the Administrative Agent, the
Several L/C Agent and the Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then on such date, (A) to the extent the L/C Obligations held by the Non-Defaulting Lenders were theretofore
reallocated with respect to any Several



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Letter of Credit pursuant to clause (c)(ii) or (iv) above, all adjustments shall be made to such Several Letters
of Credit consistent with Section 2.20(b)(iv) (including amendments to each such Several Letter of Credit and/or, if applicable, purchases
at par by such Lender of the Unreimbursed Amounts then outstanding (if any) of the other Lenders thereunder) as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such L/C Obligations in accordance with its respective Applicable Percentage;
(B) if the L/C Obligations held by the Non-Defaulting Lenders were not theretofore reallocated with respect to such Several Letter of
Credit pursuant to clause (c)(ii) above, but instead the face amount of any such Several Letter of Credit was increased or a new Several
Letter of Credit was issued hereunder in favor of the beneficiary of such Several Letter of Credit in order to provide such beneficiary
with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Lenders in the amount required by such beneficiary,
the amount of such Several Letter of Credit or new Several Letter of Credit shall be amended to decrease the amount thereof, or the Company
shall arrange for such new Letter of Credit to be surrendered by such beneficiary to the Several L/C Agent, in order to reflect the inclusion
of such Lender’s respective Commitment; and (C) such Lender shall purchase at par such of the Loans of the other Lenders as the
Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage,
whereupon such Lender shall no longer be a Defaulting Lender.


Section 2.19.             
Designation of Subsidiary Borrowers.


(a)              
Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section, the Company may, at any time
or from time to time after the Closing Date upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter
period which is acceptable to the Administrative Agent), designate a wholly-owned, direct or indirect Subsidiary of the Company to become
a party to this Agreement as a Subsidiary Borrower; provided that (i) each such designation of a Subsidiary that is incorporated
or organized under the laws of a Designated Jurisdiction shall be subject to the prior approval of the Administrative Agent (not to be
unreasonably withheld, conditioned or delayed) and (ii) each such designation of any Subsidiary other than a Subsidiary that is incorporated
or organized under the laws of a Designated Jurisdiction shall be subject to the prior approval of the Administrative Agent and all Lenders.
Upon receipt of such notice under this Section, the Administrative Agent shall promptly notify each Lender thereof. Upon such approval
and the satisfaction of the conditions specified in paragraph (b) of this Section, such Subsidiary shall become a party to this
Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Loans on and subject to the terms and conditions of this
Agreement, and the Administrative Agent shall promptly notify the Lenders of the effectiveness of such designation. Following the giving
of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Administrative Agent or any Lender
to comply with “know your customer” or similar identification procedures in circumstances where the necessary information
is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation
and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such
Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar
checks under all applicable Laws and regulations.



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(b)              Conditions
Precedent to Designation. The designation by the Company of any Subsidiary as a Subsidiary Borrower hereunder shall not become effective
until the date on which the Administrative Agent shall have received each of the following documents (each of which shall be reasonably
satisfactory to the Administrative Agent in form and substance): (i) a Subsidiary Borrower Designation, duly completed and executed by
the Company and such Subsidiary, delivered to the Administrative Agent at least 5 Business Days before the date on which such Subsidiary
is proposed to become a Subsidiary Borrower; (ii) a customary written opinion (addressed to the Administrative Agent and the Lenders
and appropriately dated) of external or internal counsel to such Subsidiary (and the Company and such Subsidiary Borrower hereby, and
by delivery of such Subsidiary Borrower Designation, instruct such counsel to deliver such opinion to the Administrative Agent and the
Lenders), as to such matters as are consistent with the scope of the opinion of counsel to the Company delivered pursuant to Section 4.01(d)
and/or such other matters as the Administrative Agent may reasonably request; and (iii) such documents and certificates (and, in the
case of any Subsidiary Borrower organized outside of the United States, agreements) as the Administrative Agent may reasonably request
in connection therewith (including certified copies of the Organization Documents of such Subsidiary and of resolutions of its board
of directors or similar governing body authorizing such Subsidiary becoming a Borrower hereunder, and of all documents evidencing all
other necessary corporate or other action required with respect to such Subsidiary Borrower becoming party to this Agreement).


(c)              
Termination of Subsidiary Borrower. So long as there shall be no Loans outstanding to a Subsidiary Borrower or other amounts
owing hereunder or under the other Loan Documents by such Subsidiary Borrower (or any pending Borrowing Request by such Subsidiary Borrower),
the Company may elect to terminate such Subsidiary Borrower as a Borrower hereunder by delivering to the Administrative Agent a notice
substantially in the form of Exhibit B-2 or any other form approved by the Administrative Agent (each a “Subsidiary Borrower
Termination Notice”), duly completed and executed. Any Subsidiary Borrower Termination Notice furnished hereunder shall be
effective upon receipt thereof by the Administrative Agent (which shall promptly so notify the Lenders), whereupon all commitments of
the Lenders to make Loans to such Subsidiary Borrower and the rights of such Subsidiary Borrower to borrow hereunder shall terminate
and such Subsidiary Borrower shall immediately cease to be a Borrower hereunder and a party hereto; provided that, notwithstanding
anything herein to the contrary, the delivery of a Subsidiary Borrower Termination Notice with respect to any Subsidiary Borrower shall
not terminate or discharge (i) any obligation of such Subsidiary Borrower that remains unpaid at such time or (ii) the obligations
of the Company under Article X with respect to any such unpaid obligations. Notwithstanding anything herein to the contrary, upon
the occurrence of any event described in clause (g) or (h) of Article VII with respect to any Subsidiary Borrower, or
if at any time any Subsidiary Borrower shall cease to be a wholly-owned, direct or indirect Subsidiary of the Company, (i) all commitments
of the Lenders to make Loans to such Subsidiary Borrower and the rights of such Subsidiary Borrower to borrow hereunder shall automatically
terminate and such Subsidiary Borrower shall immediately cease to be a Subsidiary Borrower hereunder and a party hereto and (ii) the
principal amount then outstanding of, and the accrued interest on, the Loans (if any) made to such Subsidiary Borrower and all other
amounts payable by such Subsidiary Borrower hereunder (including any amounts payable under Section 2.13) and under the other Loan
Documents shall automatically become immediately due and payable, in each case, without presentment, demand, protest or other



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formalities of any kind,
all of which are hereby expressly waived by such Subsidiary Borrower and the Company.


Section 2.20.             
Letters of Credit.


(a)              
Letter of Credit Commitment.


(i)                
Subject to the terms and conditions set forth herein, from time to time on any Business Day during the Availability Period, each
Lender agrees, through the Several L/C Agent, (1) to issue severally, and for itself alone, Several Letters of Credit at the request
of and for the account of the Company in such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters
of Credit denominated in Dollars or in any Alternative Currency, and to amend or extend Several Letters of Credit previously issued by
it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of Credit in an amount equal to its Applicable
Percentage of such drawings; provided that after giving effect to any issuance, amendment or extension, (x) the aggregate
Credit Exposure shall not exceed the total Commitments, (y) the aggregate Credit Exposure owing to such Lender (whether as an issuer
or as a participant) shall not exceed such Lender’s Commitment (except as provided in Section 2.20(k) for a Limited Fronting
Lender) and (z) the Dollar Equivalent of the total Credit Exposures (net of any amounts Cash Collateralized with respect thereto) denominated
in any Alternative Currency shall not exceed the Foreign Currency Sublimit Dollar Amount.


Each request by the Company for the issuance,
amendment or extension of a Letter of Credit shall be deemed to be a representation by the Company that such issuance, amendment or extension
so requested complies with the conditions set forth in this Agreement. Within the foregoing limits, and subject to the terms and conditions
hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the
Availability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


Each Several Letter of Credit shall be a standby
letter of credit in such form as the Company shall request and which the Administrative Agent and the Several L/C Agent shall determine
in good faith does not contain any obligations, or diminish any rights, of any Lender with respect thereto or other terms thereof that
are inconsistent with the terms hereof. Without the prior consent of each Lender, no Several Letter of Credit may be issued that would
vary the several and not joint nature of the obligations of the Lenders thereunder, and (subject to the provisions contained herein regarding
Limited Fronting Lenders and Defaulting Lenders) each Several Letter of Credit shall be issued (through the Several L/C Agent) by all
of the Lenders thereunder having Commitments at the time of issuance as a single multi-bank letter of credit, but the obligation of each
Lender thereunder shall be several and not joint based upon its Applicable Percentage of the aggregate undrawn amount of such Letter of
Credit.


If requested by the Company but subject to the
terms and conditions hereof, a Letter of Credit shall satisfy the requirements for letters of credit under the credit-for-reinsurance
provisions of the insurance Laws applicable to the relevant beneficiary (or the requirements for similar purposes of such other Governmental
Authority which then regulates the relevant



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beneficiary’s insurance business as may be specified by the Company) as to which the
Company provides written notice to the Several L/C Agent and the Administrative Agent prior to the date of issuance of such Letter of
Credit; provided that the Several L/C Agent, the Administrative Agent or any Lender shall not be obligated to verify such satisfaction.


(ii)             
Neither the Several L/C Agent nor the Lenders (including for the avoidance of doubt Limited Fronting Lenders), as applicable, shall
issue any Letter of Credit, if:


(A)            
subject to Section 2.20(b)(v), the expiry date of such 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 such Letter of Credit would occur after the first anniversary of the Maturity Date, unless all the Lenders have
approved such expiry date;


(iii)           
Neither the Several L/C Agent nor any Lender (including for avoidance of doubt Limited Fronting Lenders), as applicable, shall
be under any obligation to issue any Letter of Credit, if:


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


(B)             
the issuance of such Letter of Credit would violate one or more policies of the Several L/C Agent that are in effect at the time
the Company requests such issuance or, if the Administrative Agent has been notified thereof by such Lender, of any Lender, as applicable,
applicable to letters of credit generally;



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(C)             
except as otherwise agreed by the Several L/C Agent, such Letter of Credit is in an initial amount of less than $1,000,000;


(D)            
after the issuance of such Letter of Credit, more than forty-five (45) Letters of Credit would be outstanding unless the Company,
the Several L/C Agent and the Administrative Agent otherwise agree;


(E)             
such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or


(F)             
solely with respect to such Letter of Credit issued in respect of which there is a Limited Fronting Lender for any Affected Lender
or Non-NAIC Approved Bank, such Affected Lender or Non-NAIC Approved Bank is a Defaulting Lender, unless such Limited Fronting Lender
has entered into arrangements satisfactory to it with the Company and/or such Defaulting Lender to eliminate such Limited Fronting Lender’s
risk with respect to such Defaulting Lender.


(iv)            
Subject to Section 2.20(b)(v), neither the Several L/C Agent nor any Lender, as applicable, shall amend or extend any Letter
of Credit if it would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.


(v)              
Neither the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to amend any Letter of Credit if (A) the
Several L/C Agent or such Lender, as applicable, would have no obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.


(vi)            
Each Lender shall promptly notify the Administrative Agent (which shall in turn notify the Several L/C Agent and the Company) upon
becoming an Affected Lender with respect to a particular Several Letter of Credit. In the absence of receipt by the Administrative Agent
of such notice by a Lender that it has become an Affected Lender with respect to a particular Several Letter of Credit, it shall be conclusively
presumed by the Administrative Agent and the Several L/C Agent that such Lender is not an Affected Lender with respect to such Several
Letter of Credit. If such notice is given by an Affected Lender with respect to a particular Several Letter of Credit, such notice shall
not be effective as a like notice with respect to any other Several Letter of Credit.


(b)              
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit
shall be issued or amended, as the case may be, upon the application and request of the Company or any of its Subsidiaries, by the delivery
to (A) the Several L/C Agent and (B) the Administrative Agent (which shall promptly notify the Lenders of such request), in
each case, of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Company (and, if applicable,
of the Subsidiary named therein as an applicant). Such Letter of Credit Application must be received by the Several L/C Agent and the
Administrative Agent not later than 11:00 a.m., New York



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City time, at least three Business Days prior to the proposed issuance date or
date of amendment, as the case may be, of any Several Letter of Credit.


In the case of a request by the Company for an
initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to
the Several L/C Agent:


(A)            
if applicable, the name of the Subsidiary of the Company to be an applicant with respect to the requested Letter of Credit;


(B)             
the proposed issuance date of such Letter of Credit (which shall be a Business Day);


(C)             
the amount and Currency thereof;


(D)            
the expiry date thereof;


(E)             
the name and address of the beneficiary or beneficiaries thereof;


(F)             
the documents to be presented by such beneficiary, if any, in case of any drawing thereunder;


(G)            
the full text of any certificate to be presented by such beneficiary, if any, in case of any drawing thereunder;


(H)            
the purpose and nature of the requested Letter of Credit;


(I)               
whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and


(J)               
such other matters as the Several L/C Agent or the Administrative Agent, as applicable, may reasonably require.


In the case of a request by the Company for an
amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory
to the Several L/C Agent:


(1)              
the Letter of Credit to be amended;


(2)              
the proposed date of amendment thereof (which shall be a Business Day);


(3)              
the nature of the proposed amendment; and


(4)              
such other matters as the Several L/C Agent or the Administrative Agent, as applicable, may reasonably require.


Additionally, the Company shall, and shall (if
applicable) cause any Subsidiary party to the relevant Letter of Credit Application to, furnish to the Several L/C Agent and the



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Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Several L/C Agent
or the Administrative Agent, as applicable, may reasonably require.


(ii)             
Promptly after receipt of any Letter of Credit Application, the Several L/C Agent 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 the Company and,
if applicable, any Subsidiary, and, if not, the Several L/C Agent will provide the Administrative Agent with a copy thereof. If no election
as to the Currency of the Letter of Credit is specified, then the requested Letter of Credit shall be denominated in Dollars. Unless the
Several L/C Agent has received written notice from any Lender, the Administrative Agent or the Company, at least two Business Days prior
to the requested date of issuance or amendment of the applicable Letter of Credit, that such Letter of Credit is not permitted to be issued
hereunder or that one or more applicable conditions contained in Sections 4.01 and 4.02 shall not then be satisfied, then, subject
to the terms and conditions hereof, the Several L/C Agent shall, on the requested date, issue a Letter of Credit for the account of the
Company or enter into the applicable amendment, as the case may be, in each case in accordance with the Several L/C Agent’s usual
and customary business practices.


(iii)           
The Several L/C Agent is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several
Letter of Credit on behalf of each Lender and to otherwise act on behalf of each Lender with respect to such Several Letter of Credit,
in each case, in accordance with the terms hereof. The Several L/C Agent shall use the Applicable Percentage of each Lender as its “Percentage
Obligation” (or equivalent term) under each Several Letter of Credit; provided that each Limited Fronting Lender (if
any), in its capacity as such, shall, in addition to its own “Percentage Obligation” as a Lender, have a “Percentage
Obligation” (or equivalent term) equal to the Applicable Percentage (or the portion thereof, if applicable) of each Participating
L/C Issuer for which such Limited Fronting Lender acts in such capacity under such Several Letter of Credit. Subject to the provisos
to the first and second sentence of Section 2.20(a)(i), the Several L/C Agent is hereby authorized to amend a Several Letter of Credit
to change the “Percentage Obligation” (or equivalent term) of a Lender or add or delete a Lender liable thereunder in connection
with an assignment or any other addition or replacement of a Lender in accordance with the terms of this Agreement (including in connection
with changes resulting from the reallocation of L/C Obligations pursuant to Section 2.18). In the event that a Lender becomes a
Participating L/C Issuer or ceases to be a Participating L/C Issuer, the Several L/C Agent is hereby authorized to amend each Several
Letter of Credit to reflect such change in status and to change the “Percentage Obligation” (or equivalent term) of the applicable
Limited Fronting Lender, as the case may be. Each Lender (including for avoidance of doubt each Limited Fronting Lender) hereby irrevocably
constitutes and appoints the Several L/C Agent its true and lawful attorney-in-fact for and on behalf of such Lender for the limited
purpose of issuing, executing and delivering, as the case may be, each Several Letter of Credit and each amendment to a Several Letter
of Credit and for carrying out the purposes of this Agreement with respect to Several Letters of Credit, in each case, in accordance
with the terms hereof.



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(iv)            
It is the intention and agreement of the Administrative Agent, the Lenders and the Several L/C Agent that (A) except as otherwise
expressly set forth herein (including with respect to Limited Fronting Lenders, if any), the rights and obligations of the Lenders in
respect of outstanding Several Letters of Credit shall be determined in accordance with the Applicable Percentages of the Lenders from
time to time in effect and (B) subject to the proviso to the first sentence of Section 2.20(a)(i), outstanding Several Letters of
Credit shall be promptly amended to reflect changes in the Applicable Percentages of the Lenders under this Agreement arising from time
to time in connection with any event or circumstance contemplated hereby, including a Lender acting as a Limited Fronting Lender for any
Affected Lender or Non-NAIC Approved Bank pursuant to Section 2.20(k), a replacement of a Lender pursuant to Section 2.16(b),
an increase of the Commitments pursuant to Section 2.17, a reallocation of L/C Obligations held by a Defaulting Lender pursuant to
Section 2.18, an assignment pursuant to Section 9.04 or otherwise. However, it is acknowledged by the Administrative Agent,
the Lenders and the Several L/C Agent that amendments of outstanding Several Letters of Credit may not be immediately effected and may
be subject to the consent of the beneficiaries of such Several Letters of Credit. Accordingly, whether or not Several Letters of Credit
are amended as contemplated hereby, the Lenders agree that they shall purchase and sell participations (as provided in Section 2.20(l))
or otherwise make or effect such payments among themselves (but through the Administrative Agent) so that payments by the Lenders of drawings
under Several Letters of Credit and payments by the Company of Unreimbursed Amounts and interest thereon are, except as otherwise expressly
set forth herein (including with respect to Limited Fronting Lenders and Defaulting Lenders), in each case shared by the Lenders in accordance
with the respective Applicable Percentages of the Lenders from time to time in effect.


(v)              
If the Company so requests in any applicable Letter of Credit Application, the Several L/C Agent (on behalf of the Lenders) will
issue or amend a Letter of Credit to provide for automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the Several L/C Agent to prevent any such extension by giving
notice to the beneficiary thereof prior to the thirtieth (30th) day (or such earlier day as set forth in the applicable Letter
of Credit) preceding the then current expiration date of such Letter of Credit (the “Non-Extension Notice Date”).
The Company shall not be required to make a specific request to the Several L/C Agent for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Lenders shall be deemed to have authorized the Several L/C Agent to permit the extension of such
Letter of Credit to an expiry date not later than twelve months from the then existing expiry date; provided, however,
that the Several L/C Agent shall not permit any such extension (and shall give a notice of non-extension to the relevant beneficiary
of such Letter of Credit prior to the Non-Extension Notice Date pursuant to the terms thereof) if (A) the Several L/C Agent (on
behalf of the Lenders) 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 2.20(a)
or otherwise), and the Several L/C Agent has provided notice thereof to the Company no later than the Non-Extension Notice Date, (B) it
has received notice on or before the day that is five



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Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender
or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (or, in the case of
the Company, that the Company does not want such Letter of Credit to be extended), and in each such case directing the Several L/C Agent
not to permit such extension, or (C) such extension would result in the extension of the expiry date of such Letter of Credit to
a date after the first anniversary of the Maturity Date.


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


(c)              
(i) Upon review of any notice of drawing from the beneficiary of any Several Letter of Credit, and reasonable determination that
documents presented comply with letter of credit terms and conditions, the Several L/C Agent shall notify the Administrative Agent, and
the Administrative Agent shall notify the Company and the Lenders, thereof, which notices shall be given promptly and in any event at
least one Business Day, or for Several Letters of Credit denominated in Japanese Yen at least two Business Days, before the date (the
 “Honor Date”) on which the Several L/C Agent anticipates that payment of such drawing will be made. Not later than
10:00 a.m., New York City time, on the Honor Date and without further notice or demand by the Several L/C Agent or the Administrative
Agent, (A) each Lender (including each Limited Fronting Lender, but excluding each Participating L/C Issuer) shall make funds available
to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Percentage (and, in the case
of each Limited Fronting Lender, the Applicable Percentage (or the portion thereof for which it has agreed to be a Limited Fronting Lender)
of each applicable Participating L/C Issuer) of the drawing under such Several Letter of Credit (and the Administrative Agent shall make
such funds available to the Several L/C Agent) and (B) in the event that a Limited Fronting Lender pays the Applicable Percentage
of a Participating L/C Issuer, such Participating L/C Issuer shall pay such Applicable Percentage (or the relevant portion thereof, if
applicable) to such Limited Fronting Lender in purchase of its participation in such payment. Not later than 2:00 p.m., New York
City time, on the Honor Date, so long as the Company has received notice of payment under such Several Letter of Credit from the Several
L/C Agent or the Administrative Agent by 10:00 a.m., New York City time, on the Honor Date and, otherwise, not later than 2:00 p.m.,
New York City time, on the following Business Day, the Company shall pay to the Lenders through the Administrative Agent an amount equal
to the amount of such drawing (such amount, the “Unreimbursed Amount”) in the applicable Currency without further
demand; provided that, in the case of any such reimbursement in Dollars, at any time during the Availability Period, the Company
may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed
with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall
be discharged and replaced by the resulting ABR Borrowing. Any notice given by the Several L/C Agent or the Administrative Agent pursuant
to this Section 2.20(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. In the case of a Letter of Credit denominated
in an Alternative Currency, the Company shall reimburse the applicable Lenders in such Alternative Currency unless



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(A) such Lender (at its option) shall have specified
in such notice that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars,
the Company shall have notified such Lender promptly following receipt of the notice of drawing that the Company will reimburse such Lender
in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency,
the applicable Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination
thereof.


(ii)             
Notwithstanding the date on which an Unreimbursed Amount is payable by the Company pursuant to Section 2.20(c)(i), if an Unreimbursed
Amount is not paid by the Company by 2:00 p.m., New York City time, on the applicable Honor Date, each Unreimbursed Amount shall
bear interest from the applicable Honor Date to the date that such Unreimbursed Amount is paid by the Company at a rate per annum equal
to the Default Rate.


(iii)           
Until a Lender funds its obligation pursuant to this Section 2.20(c), interest in respect of such Lender’s Applicable Percentage
of any Unreimbursed Amount shall be solely for the account of the Several L/C Agent (if the Several L/C Agent has funded on behalf of
such Lender, as provided in Section 2.20(c)(v)), as applicable.


(iv)            
Each Lender’s (including for avoidance of doubt each Limited Fronting Lender’s and each Participating L/C Issuer’s)
obligation to fund its obligations pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against
the Several L/C Agent, the Administrative Agent, the Company, any Subsidiary 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.


(v)              
If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the Several L/C Agent (to the extent
that the Several L/C Agent shall have funded such amount on behalf of such Lender, it being understood and agreed that neither the Several
L/C Agent nor the Administrative Agent shall have any obligation or liability to fund any amount under any Several Letter of Credit other
than in its capacity as a Lender) shall, through the Administrative Agent, be entitled to recover from such Lender, on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Administrative Agent at a rate per annum equal to the NYFRB Rate from time to time in effect. A certificate of the Several L/C
Agent with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error.


(vi)            
The obligations of the Lenders hereunder to honor drawings under, and/or (if applicable) to fund participations in, Letters of
Credit are several and not joint. The failure of any Lender to fund any such drawing or participation on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on



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such date, and except for Limited Fronting Lenders with respect
to Letters of Credit they have issued on behalf of Affected Lenders or Non-NAIC Approved Banks, no Lender shall be responsible for the
failure of any other Lender to honor a drawing or purchase its participation.


(d)              
(i) If after any Lender has funded its obligation under Section 2.20(c) in respect of any drawing under any Letter of Credit,
the Administrative Agent receives any payment (including any payment of interest) in respect of the related Unreimbursed Amount (whether
directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), then the Administrative
Agent will distribute to such Lender its Applicable Percentage (or other applicable share as provided herein), thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s funding was outstanding) in
the same funds as those received by the Administrative Agent. If any Lender has not funded its obligation as aforesaid, such Lender’s
Applicable Percentage (or other applicable share as provided herein), of such payment shall be paid to the Several L/C Agent (if the Several
L/C Agent shall have funded on behalf of such Lender, as provided in Section 2.20(c)(v)).


(ii)             
If any payment made by the Administrative Agent to the Lenders pursuant to Section 2.20(d)(i) is required to be returned under
any of the circumstances described in Section 9.08 (including pursuant to any settlement), each Lender shall pay to the Administrative
Agent its Applicable Percentage (or other applicable share as provided herein), thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the NYFRB
Rate from time to time in effect.


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


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


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



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(iv)            
any payment by the Lenders under such Letter of Credit against presentation of a draft or certificate that does not comply with
the terms of such Letter of Credit or any payment made by the Lenders 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 Federal,
state or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect;


(v)              
the Several L/C Agent, any Lender, the Administrative Agent or any of their respective branches or Affiliates being the beneficiary
of such Letter of Credit;


(vi)            
any Lender honoring a drawing against any draft, demand, certificate or other document presented under such Letter of Credit up
to the amount available under such Letter of Credit even if such draft, demand, certificate or other document claims an amount in excess
of the amount available under such Letter of Credit;


(vii)         
any lien or security interest granted to, or in favor of, the Administrative Agent, the Several L/C Agent or any of the Lenders
as security for any of such reimbursement obligations shall fail to be perfected;


(viii)       
the occurrence of any Default;


(ix)            
the existence of any proceedings of the type described in clause (g) or (h) of Article VII with respect to the Company or
any Subsidiary;


(x)              
whether such Letter of Credit is issued in support of any obligations of any Subsidiary or any Subsidiary is an applicant for,
or purports in any way to have any liability for, such Letter of Credit; or


(xi)            
any other event or circumstance 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, the Company or any Subsidiary.


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


(f)               
Role of Several L/C Agent. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the
Several L/C Agent 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.



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Neither the Several L/C Agent, any Related Party thereof nor any of the respective correspondents,
participants or assignees of the Several L/C Agent 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 as determined by the final, non-appealable judgment of a court of competent jurisdiction;
or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit Document. The Company and each Subsidiary
party to a Letter of Credit Application hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect
to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude
the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.
None of the Several L/C Agent, any Related Party nor any of the respective correspondents, participants or assignees of the Several L/C
Agent shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.20(e); provided,
however, that, anything in such clauses to the contrary notwithstanding, the Company (or, if applicable, any Subsidiary) may have
a claim against the Several L/C Agent, and the Several L/C Agent may be liable to the Company or such Subsidiary, to the extent, but only
to the extent, of any direct, as opposed to consequential, exemplary, special, indirect or punitive damages suffered by the Company or
such Subsidiary which the Company or such Subsidiary proves were caused primarily by the Several L/C Agent’s willful misconduct
or gross negligence as determined by the final, non-appealable judgment of a court of competent jurisdiction. In furtherance and not in
limitation of the foregoing, the Several L/C Agent 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 Several L/C Agent 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.


(g)              
Cash Collateral. Upon the request of the Administrative Agent (given at the request or with the consent of the Required
Lenders), if, as of the Commitment Termination Date, any Letter of Credit for any reason remains outstanding and partially or wholly
undrawn, or the Company shall be required or permitted to provide Cash Collateral pursuant to Section 2.08(b), the Company shall promptly
or in accordance with Section 2.08(b), as applicable, Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount
equal to such Outstanding Amount thereof plus any accrued and unpaid interest thereon at such time) or in the case of Cash Collateral
required or permitted pursuant to Section 2.08(b), the amount determined thereunder. Article VII sets forth certain additional requirements
to deliver Cash Collateral hereunder. For purposes of this Agreement, “Cash Collateralize” means to pledge to the
Administrative Agent, for the benefit of the Lenders as collateral for the L/C Obligations, deposit account balances denominated in Dollars
(which, with respect to L/C Obligations denominated in a Foreign Currency, the Dollar Equivalent thereof) and maintained with the Administrative
Agent pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (which documents are hereby
consented to by the Lenders). The Company hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest
in all such deposit accounts and all balances therein and all proceeds of the foregoing delivered by the Company as Cash Collateral.
Cash Collateral shall be maintained in a blocked deposit account at JPMorgan.



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(h)              
Applicability of ISP and UCP. Unless otherwise expressly agreed by the Several L/C Agent, the Administrative Agent and the
Company when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit unless, for regulatory purposes,
the rules of the UCP must apply.


(i)                
Conflict with Letter of Credit Documents. In the event of any conflict between the terms of this Agreement and the terms
of any Letter of Credit Document, the terms hereof shall control.


(j)                
Letters of Credit Issued for Subsidiaries. Notwithstanding anything herein or in any Letter of Credit Document to the contrary,
the Company shall be solely and fully obligated to pay all amounts owing with respect to each Letter of Credit, including each Unreimbursed
Amount and accrued interest thereon with respect to such Letter of Credit, whether or not such Letter of Credit is issued in support of
any obligations of any Subsidiary or any Subsidiary is party as an applicant to the relevant Letter of Credit Application, all on the
terms set forth herein. The Company hereby acknowledges that the issuance of Letters of Credit at the request of any of its Subsidiaries
inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.


(k)              
Limited Fronting Lenders. In the event that any Lender agrees (in its sole discretion) to act as a Limited Fronting Lender
for any Affected Lender or Non-NAIC Approved Bank upon such terms and conditions as such parties may agree (including fees payable by
such Affected Lender or Non-NAIC Approved Bank to such Limited Fronting Lender) (such agreement, a “Limited Fronting Lender Agreement”),
the following provisions shall apply (in addition to any other provisions hereof relating to Limited Fronting Lenders):


(i)                
upon the issuance of any Several Letter of Credit, with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable,
as a Participating L/C Issuer under such Several Letter of Credit, each applicable Limited Fronting Lender, in reliance upon the agreements
of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section, agrees (A) to
issue through the Several L/C Agent, in addition to its own obligations as a NAIC Lender under such Several Letter of Credit, severally
such Several Letter of Credit in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable
Percentage of the stated amount of such Several Letter of Credit (or the portion thereof for which such Limited Fronting Lender has agreed
to be a Limited Fronting Lender), and (B) to amend or extend each Several Letter of Credit previously issued by it as a Limited Fronting
Lender for such Participating L/C Issuer; and


(ii)             
with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (i) above for a Participating
L/C Issuer, such Participating L/C Issuer agrees to purchase participations (as provided in Section 2.20(l)) in the obligations
of such Limited Fronting Lender under such Several Letter of Credit attributable to such Participating L/C Issuer for which such Limited
Fronting Lender has agreed to act as a Limited Fronting Lender hereunder.



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Each Lender that agrees to act as a Limited Fronting Lender for
any other Lender shall promptly notify the Administrative Agent (which shall promptly notify the Several L/C Agent) of such agreement
and of any termination or expiration of such agreement.


In the event that, pursuant to this Section 2.20(k),
any other Lender agrees to act as a Limited Fronting Lender for any Lender that becomes an Affected Lender or a Non-NAIC Approved Bank,
such other Lender shall receive such compensation therefor as such Affected Lender or Non-NAIC Approved Bank and such other Lender may
agree. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to act hereunder as a Limited Fronting
Lender for any other Lender.


(l)                
Participations. In the event (i) any Participating L/C Issuer purchases a participation in the Letter(s) of Credit
of its Limited Fronting Lender pursuant to Section 2.20(k) or (ii) any Lender acquires or is deemed to acquire a participation
in the Letters of Credit of the other Lenders pursuant to Section 2.20(b)(iv), then, without any further action on the part of any
party, (A) in the case of clause (i) above, such Limited Fronting Lender grants to such Participating L/C Issuer, and such
Participating L/C Issuer hereby acquires from such Limited Fronting Lender, a participation in such Limited Fronting Lender’s Applicable
Percentage of the relevant Letters of Credit attributable to such Participating L/C Issuer for which such Limited Fronting Lender has
agreed to act as a Limited Fronting Lender hereunder and (B) in the case of clause (ii) above, each such other Lender hereby
grants to such Lender, and such Lender hereby acquires from such other Lenders, a participation in that portion of each such other Lender’s
Applicable Percentage of the relevant Letters of Credit to give effect to the purposes of the last sentence of Section 2.20(b)(iv).
Each Lender (including each Participating L/C Issuer) purchasing a participation hereunder acknowledges and agrees that its obligation
to acquire participations in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Commitments. In consideration and in furtherance of the foregoing, such Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for account of the applicable Limited Fronting Lender or such other Lenders, as applicable,
an amount equal to the amount of each payment made by such Limited Fronting Lender or other Lenders, as applicable, in respect of the
portion of such Letter of Credit in which such Lender holds a participation, promptly upon the request of such Limited Fronting Lender
or any such other Lender, as applicable, at any time from the time such payment is made until such payment is reimbursed by the Company
or at any time after any reimbursement payment is required to be refunded to the Company for any reason. Such payment by such Lender
shall be made for account of the applicable Limited Fronting Lender or such other Lenders, as applicable, without any offset, abatement,
withholding or reduction whatsoever. To the extent that any Lender has made payments pursuant to this paragraph to reimburse a Limited
Fronting Lender or any other Lenders in respect of any participation interests purchased hereunder in respect of any Letter of Credit,
promptly following receipt by the Administrative Agent of any payment from the Company pursuant to Section 2.20(c)(i) in respect
of such Letter of Credit, the Administrative Agent shall distribute such payment to such Limited Fronting Lender and such Lender, or
to the other Lenders and such Lender, as applicable, in each case as their interests may appear. Any payment made by a Lender in respect
of its participation pursuant to this paragraph to reimburse the applicable Limited Fronting Lender or any other Lenders for any payment
made in any



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respect of any
drawing under a Letter of Credit shall not relieve the Company of its obligation to reimburse the amount of such drawing.


Section 2.21.             
Non-NAIC Approved Banks. If, at any time from and after the Closing Date, any Lender is not or ceases to be a NAIC
Approved Bank, such Lender shall promptly notify the Company and the Administrative Agent thereof. Each Lender agrees to use commercially
reasonable efforts, at all times from and after the Closing Date, (a) to be a NAIC Approved Bank or (b) if such Lender is not
or ceases to be a NAIC Approved Bank, either (i) to maintain in effect a Confirming Bank Agreement with a Confirming Bank (which
Confirming Bank (if not a Lender), prior to entering in such Confirming Bank Agreement, shall be subject to the prior written consent
of the Company and the Administrative Agent (such consent, in each case, not to be unreasonably withheld, conditioned or delayed)) upon
such terms and conditions as such parties may agree or (ii) as provided in Section 2.20(k), to agree with another Lender which
is a NAIC Approved Bank that such Lender shall (in its sole discretion) act as the Limited Fronting Lender for such Lender, in each case
with respect to any Several Letters of Credit which are outstanding at the time such Lender becomes a Non-NAIC Approved Bank and/or are
issued during the period that such Lender is a Non-NAIC Approved Bank. In the event that any Person (including any other Lender) agrees
to act as a Confirming Bank for any Lender which is a Non-NAIC Approved Bank, such other Lender shall receive such compensation therefor
as such Non-NAIC Approved Bank and such Person may agree. If any Lender shall enter into a Confirming Bank Agreement hereunder at any
time, it shall promptly furnish a copy thereof to the Company and the Administrative Agent and, thereafter, promptly notify the Company
and the Administrative Agent of the termination or expiration of such Confirming Bank Agreement. Notwithstanding anything herein to the
contrary, no Lender shall have any obligation to agree to act hereunder as a Confirming Bank for any other Lender.


Section 2.22.             
Extension of Termination Date.


(a)              
Request for Extension. The Company may, by notice to the Administrative Agent not earlier than 90 days and not later than
30 days prior to each anniversary of the Closing Date (with respect to any Commitment Termination Extension Request, such anniversary
date or, if such anniversary date is not a Business Day, the Business Day immediately preceding such anniversary date, the “Current
Anniversary Date”) request that each Lender extend such Lender’s Commitment Termination Date then in effect (herein referred
to as such Lender’s “Existing Commitment Termination Date”) for an additional one year from such Existing Commitment
Termination Date (any such request, a “Commitment Termination Extension Request”); provided that not more than
two such extensions may be made during the life of this Agreement. The Administrative Agent shall promptly notify the Lenders of each
Commitment Termination Extension Request.


(b)              
Lender Election to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative
Agent given not later than the date that is 20 days following the date of the Company’s notice, or such other date as shall be
acceptable to the Company and the Administrative Agent and notified to the Lenders, (the “Notice Date”), notify the
Administrative Agent whether or not it agrees to such Commitment Termination Extension Request (each such Lender that agrees to such
request being herein referred to as an “Extending Lender”). Each Lender that determines not to so extend the Commitment
Termination Date



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(such Lender being herein referred as a “Non-Extending Lender”) shall notify the Administrative Agent of its determination
thereof as promptly as practicable, but in any event not later than the Notice Date, and any Lender that does not advise the Administrative
Agent on or before the Notice Date as to whether or not it agrees to such Commitment Termination Extension Request shall be deemed to
be a Non-Extending Lender for purposes of such Commitment Termination Extension Request. Notwithstanding anything herein to the contrary,
no Lender shall have any obligation to agree to any Commitment Termination Extension Request (regardless of whether any other Lender shall
agree to such Commitment Termination Extension Request) and any election to do so shall be in the sole discretion of each Lender.


(c)              
Notification by Administrative Agent; Replacement of Non-Extending Lenders. The Administrative Agent shall promptly notify
the Company of the Lenders’ responses to each Commitment Termination Extension Request. The Company shall have the right to replace
any Non-Extending Lender at any time (whether before or after the relevant Commitment Termination Extension Effective Date with respect
to any Commitment Termination Extension Request) in accordance with this paragraph. Such replacement may be effected, at the option of
the Company and, in each case effective as of the relevant Commitment Termination Extension Effective Date, by (i) requiring such
Non-Extending Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all or a portion of its interests, rights and obligations under this Agreement to an assignee (which may be another Lender, if a Lender
accepts such assignment) that shall assume such obligations and agree to such Commitment Termination Extension Request with respect thereto,
(ii) having one or more existing Lenders, and/or other Persons which qualify as assignees (in accordance with and subject to the
restrictions contained in Section 9.04), that are not then Lenders (each such Lender or other Person, an “Additional Commitment
Lender”), provide a Commitment in connection with such Commitment Termination Extension Request, in each case pursuant to a
joinder or similar agreement, in form and substance reasonably satisfactory to the Administrative Agent, as applicable, provided that
the initial Commitment of each such new Lender shall not be less than $25,000,000 and, in an aggregate amount (with respect to clauses (i)
and (ii) above) not exceeding the Commitment of such Non-Extending Lender and/or (iii) notwithstanding anything herein to the contrary,
concurrently with the effectiveness of the new Commitment(s) under clause (ii) above, on a nonratable basis, by written notice to
the Administrative Agent and the relevant Non-Extending Lender, terminating the Commitment, if any, of such Non-Extending Lender (after
giving effect to the actions under clauses (i) and (ii) above) and paying such Non-Extending Lender an amount equal to the outstanding
principal of its Loans and participations under its Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder (including amounts, if any, payable pursuant to Section 9.03(a) as a result of the such prepayment). Notwithstanding anything
herein to the contrary, each Lender or other Person that shall become an Additional Commitment Lender and assume or provide a Commitment
as part of such Commitment Termination Extension Request shall be subject to the consent of the Administrative Agent (not to be unreasonably
withheld, conditioned or delayed).


(d)              
Effective Date of Extension. Subject to the terms and conditions set forth in this Section, effective as of the Current
Anniversary Date with respect to the relevant Commitment Termination Extension Request (the “Commitment Termination Extension
Effective Date”), (i) the Commitment Termination Date for each Extending Lender’s



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Commitment (including any additional
Commitment provided by such Lender as part of such Commitment Termination Extension Request) shall be extended to the date that is one
year after such Lender’s Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment
Termination Date shall be extended to the Business Day immediately preceding such date) and (ii) each Additional Commitment Lender
that is not then a Lender shall become a Lender for all purposes of this Agreement with a Commitment in the amount specified in the applicable
agreement referred to in paragraph (c) of this Section pursuant to which such Person shall become a Lender (which Commitment will
have the same Commitment Termination Date provided for under clause (i) above that is applicable to the Extending Lenders). Subject
to the terms and conditions set forth in this Section, the Administrative Agent shall promptly notify the Company and the Lenders of the
Commitment Termination Extension Effective Date and record the relevant information for such extension in the Register. Notwithstanding
anything herein to the contrary, in connection with each Commitment Termination Extension Request, the Commitment Termination Date with
respect the Commitment of any Non-Extending Lender that has not been replaced pursuant to paragraph (c) of this Section shall remain unchanged.


(e)              
Conditions to Extension. In connection with any Commitment Termination Extension Request, each extension of the Commitment
Termination Date shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension
Effective Date:


(i)                
the aggregate amount of the Commitments of the Extending Lenders, together with the aggregate amount of the Commitments of the
Additional Commitment Lenders, with respect to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount
of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date;


(ii)             
the Administrative Agent shall have received a certificate of the Company dated as of such Commitment Termination Extension Effective
Date signed by an officer of the Company (A) certifying and attaching the resolutions adopted by the Company authorizing the transaction
and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties of the Company
set forth in this Agreement shall be true and correct in all material respects on and as of such Commitment Termination Extension Effective
Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific
date, as of such specific date), and except that, for purposes of this Section, the representations and warranties contained in Section 4.02(a)
shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(b) and (y) no Default or Event of
Default has occurred and is continuing;


(iii)           
the Administrative Agent shall have received the documentation contemplated by paragraph (c) of this Section, executed by
the relevant parties thereto; and



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(iv)            
to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received, customary legal opinions
and board resolutions.


(f)               
Adjustments of Revolving Credit and Letters of Credit Exposure. In connection with each Commitment Termination Extension
Request, if on the relevant Commitment Termination Extension Effective Date, any Loans and Letters of Credit are outstanding and any Additional
Commitment Lender shall provide or assume a Commitment in connection therewith, the Company shall on such date prepay on a nonratable
basis Loans and/or cash collateralize the Letters of Credit (and pay the additional amounts, if any payable pursuant to Section 9.03(a)
as a result of such prepayment), and/or borrow on a nonratable basis from each such Additional Commitment Lender, such that, after giving
effect thereto, all outstanding Letters of Credit and Loans shall be held by the Lenders thereunder in accordance with their respective
Applicable Percentages (after giving effect to such increase).


(g)              
Conflicting Provisions. This Section 2.22 shall supersede any provisions in Section 2.15 or Section 9.02 to the
contrary.


Article III



REPRESENTATIONS AND WARRANTIES


The Company and each Subsidiary Borrower (if any,
and solely with respect to a Subsidiary Borrower, with respect to Section 3.14 only and to the extent provided therein) represents and
warrants to the Lenders that:


Section 3.01.             
Organization; Powers.


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


Section 3.02.             
Authorization; Enforceability.


The execution, delivery and performance by each
Loan Party of each Loan Document to which it is a party have been duly authorized by all necessary corporate or other organizational
action. Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes
a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.



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Section 3.03.             
Governmental Authorizations.


No approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority 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, except (i) such as have
been obtained or made and are in full force and effect and (ii) to the extent that failure to obtain such approval, consent, exemption
or authorization, to take such other action, or to make such notice or filing would not reasonably be expected to result in a Material
Adverse Effect.


Section 3.04.             
No Contravention.


The execution, delivery and performance by each
Loan Party of each Loan Document to which such Loan Party is a party 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 such Loan Party 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, except,
in the case of clauses (b) and (c) above, to the extent such violations or defaults, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


Section 3.05.             
Financial Statements; No Material Adverse Effect.


(a)              
Financial Statements. The Company has heretofore furnished to the Lenders in the Registration Statement its consolidated
balance sheet and statements of income, equity and cash flows as of and for the fiscal year ended December 31, 2021, reported
on by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements present fairly, in all material respects,
the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and
for such periods in accordance with GAAP.


(b)              
No Material Adverse Effect. Since December 31, 2021, there has been no event, development or circumstance that has
had or would reasonably be expected to result in a Material Adverse Effect except for Disclosed Matters.


Section 3.06.             
Litigation and Environmental Matters.


(a)              
Actions, Suits and Proceedings. Except for Disclosed Matters and Disclosed Tax Matters, there are no actions, suits, proceedings,
claims, disputes or investigations pending or, to the knowledge of the Company, threatened, at law, in equity, in arbitration or before
any Governmental Authority, by or against the Company or any of its Designated Subsidiaries or against any of their properties or revenues
that (i) either individually or in the aggregate, if determined adversely, would reasonably be expected to result in a Material
Adverse Effect or (ii) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby or thereby.



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(b)              
Environmental Matters. Except with respect to any other matters that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect, neither the Company nor any of its Designated Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to
any Environmental Liability or (iv) knows of any conditions or circumstances that would reasonably be expected to result in any Environmental
Liability.


(c)              
Change in Disclosed Matters. Since the date of the Registration Statement, there has been no change in the status of Disclosed
Matters and since the date of the Registration Statement, there has been no change in Disclosed Tax Matters that, individually or in the
aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.


Section 3.07.             
Compliance with Laws.


Each of the Company and its Designated Subsidiaries
is in compliance with all Laws (including applicable Anti-Corruption Laws, applicable Sanctions and any Environmental Laws) and orders
of any Governmental Authority applicable to it or its property, except (i) where the necessity of compliance therewith is contested in
good faith by appropriate proceedings or (ii) where the failure to do so, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect.


Section 3.08.             
No Default.


Neither the Company nor any of its Designated
Subsidiaries is in default under or with respect to any Contractual Obligation that, individually or in the aggregate, would reasonably
be expected to result in 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.


Section 3.09.             
Investment Company Status.


None of the Borrowers is or, after application
of the proceeds of the Loans, will be an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940.


Section 3.10.             
Taxes.


Except for Disclosed Tax Matters, each of the
Company and its Designated Subsidiaries has timely filed or caused to be filed all Federal income tax returns and all other material
tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except
(a) taxes for which such Person has set aside on its books adequate reserves with respect thereto in accordance with GAAP or SAP,
as applicable, or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.



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Section 3.11.             
ERISA.


(a)              
Each of the Company and its ERISA Affiliates is in compliance with the applicable provisions of ERISA and the Code and the regulations
and published interpretations thereunder as they relate to each Plan, except to the extent that the failure to do so would not reasonably
be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect. The present value of all benefit
liabilities of all underfunded Plans (determined based on the projected benefit obligation with respect to such underfunded Plans based
on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation dates
applicable thereto, exceed the fair market value of the assets of all such underfunded Plans by an amount that would reasonably be expected
to result in a Material Adverse Effect if any such Plan were voluntarily terminated.


(b)              
Each Foreign Pension Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the
governing documents for such plan, except to the extent that the failure to do so would not reasonably be expected to result in a Material
Adverse Effect. With respect to each Foreign Pension Plan, none of the Company, its Affiliates or any of their respective directors, officers,
employees or agents has engaged in a transaction that would subject the Company or any Subsidiary, directly or indirectly, to a tax or
civil penalty that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The aggregate
unfunded liabilities with respect to such Foreign Pension Plans would not reasonably be expected to result in a Material Adverse Effect.
The present value of the aggregate accumulated benefit liabilities of all such Foreign Pension Plans (based on those assumptions used
to fund each such Foreign Pension Plan) did not, as of the last annual valuation date applicable thereto, exceed the fair market value
of the assets held in trust under all such Foreign Pension Plans by an amount that would reasonably be expected to result in a Material
Adverse Effect if any such Plan were voluntarily terminated


Section 3.12.             
Disclosure.


(a)              
None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Company
or any other Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement and the other Loan
Documents or delivered hereunder or thereunder (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 materially misleading as of the date made; provided that, with respect to projected or pro forma
financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time furnished (it being understood that such projections and forecasts are subject to uncertainties and contingencies
and no assurances can be given that such projections or forecasts will be realized).



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


Section 3.13.             
Margin Regulations.


No Loan Party is engaged principally, or as one
of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying
or carrying Margin Stock, and no Letter of Credit or part of the proceeds of any Loan hereunder will be used to buy or carry any Margin
Stock. Following the application of the proceeds of each Borrowing, not more than 25% of the value of the assets of any of the Loan Parties
shall consist of Margin Stock.


Section 3.14.             
Certain Representations by Subsidiary Borrowers. Each Subsidiary Borrower severally represents and warrants that
the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.06, 3.07, 3.08, 3.09, 3.10 and 3.13 with respect to
itself and (if applicable) its Subsidiaries are true and correct in all material respects (or, in the case of any such representations
and warranties qualified as to materiality, in all respects).


Section 3.15.             
Anti-Corruption Laws and Sanctions.


The Company has implemented and maintains in effect
policies and procedures designed to ensure compliance in all material respects by the Company, its Subsidiaries and their respective directors,
officers, employees and agents with applicable Anti-Corruption Laws and Sanctions. None of (a) the Company, any Subsidiary, any of their
respective directors or officers or, to the knowledge of the Company or such Subsidiary, any of their employees, or (b) to the knowledge
of the Company or such Subsidiary, any agent of the Company or any Subsidiary that will act in any capacity in connection with the credit
facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, or proceeds thereof, will be used directly, or
indirectly to the knowledge of the Company and its Subsidiaries, by the Company or its Subsidiaries in violation of any Anti-Corruption
Law or Sanctions applicable to the Company and its Subsidiaries.


Article IV



CONDITIONS


Section 4.01.             
Closing Date.


The obligations of the Lenders
to make Loans and to issue, amend or (subject to Section 2.20(b)(v)) extend Letters of Credit hereunder shall not become effective until
the date (the “Closing Date”) on which each of the following conditions shall be satisfied to the reasonable satisfaction
of the Administrative Agent (or waived in accordance with Section 9.02):


(a)          Executed Counterparts of this Agreement. The Administrative Agent shall have received from each of the Company, the Lenders
(including any Person that shall become a Lender hereunder as of the Closing Date) and the Administrative Agent a counterpart of this
Agreement signed on behalf of such party (or written evidence reasonably satisfactory to the



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Administrative Agent, which may include
telecopy or electronic transmission of a signed signature page to this Agreement, that such party has signed a counterpart of this Agreement).


(b)          Corporate Documents; Incumbency Certificates. The Administrative Agent shall have received such documents and certificates
as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Loan Parties, the
authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all
in form and substance reasonably satisfactory to the Administrative Agent.


(c)          Officer’s Certificate. Each of the conditions set forth in clauses (i) and (ii) below shall be satisfied as of the
Closing Date, and the Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer,
confirming compliance with such conditions:


(i)                
Representations and Warranties. The representations and warranties of the Company and each Subsidiary Borrower (if any)
set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such
representations and warranties qualified by materiality, in all respects) on and as of the Closing Date (or, if any such representation
or warranty is expressly stated to have been made as of a specified date, as of such specified date); and


(ii)             
No Default or Event of Default. No Default or Event of Default shall have occurred or is continuing.


(d)          Opinion
of Counsel to Company. The Administrative Agent shall have received one or more customary written opinions (addressed to the Administrative
Agent and the Lenders and dated the Closing Date) of counsel to the Company (which may include the general counsel or other internal
counsel of the Company), in form and substance reasonably satisfactory to the Agents (and the Company hereby instructs such counsel to
deliver such opinion(s)).


(e)              
Registration Statement. The Administrative Agent shall have received the Registration Statement and any amendments thereto
submitted to the SEC prior to the Closing Date (which may be satisfied by the Company making the same available on its website without
charge and providing the Administrative Agent notice thereof).


(f)          Fees and Expenses. The Company shall have paid to the Administrative Agent for the account of the respective person or persons
entitled thereto all such fees and expenses as it shall have agreed in writing to pay to the Agents, the Lenders and the Joint Lead Arrangers
in connection herewith (including the reasonable fees and expenses of Cleary Gottlieb Steen & Hamilton LLP, special New York counsel
to the Administrative Agent) that are due and payable on or prior to the Closing Date (and, with respect to such expenses, for which invoices
have been presented to the Company at least two Business Days prior to the Closing Date).


(g)          Know Your Customer. (1) The Administrative Agent shall have received, at least five days prior to the Closing Date, all
documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of



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the Borrower at least 10
days prior to the Closing Date and (2) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to such Borrowers
at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such
Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement,
the condition set forth in this clause (ii) shall be deemed to be satisfied).


(h)          Other Documents. The Administrative Agent shall have received such other documents as are customary for transactions of
this type as the Administrative Agent may reasonably request.


The Administrative Agent
shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.


Section 4.02.             
Each Credit Event.


The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a continuation or conversion of a loan), or to issue, amend or (subject to
Section 2.20(b)(v)) extend any Letter of Credit, is subject to the satisfaction of the following conditions (in addition to the concurrent
or prior satisfaction of the conditions under Section 4.01 on the Closing Date):


(a)              
Representations and Warranties. (i) With respect to any Borrowing or issuance, amendment or extension of any Letter of Credit
in each case on or prior to the day that is one Business Day following the IPO Effective Date, the representations and warranties of the
Company and each Subsidiary Borrower (if any) set forth in this Agreement and the other Loan Documents or (ii) with respect to any Borrowing
or issuance, amendment or extension of any Letter of Credit, in each case, later than one Business Day following the IPO Effective Date,
the representations and warranties of the Company and each Subsidiary Borrower (if any) set forth in this Agreement and the other Loan
Documents, excluding those representations and warranties contained in (1) Section 3.05(b) (solely as it pertains to clause (a)
of the definition of “Material Adverse Effect”), (2) Section 3.06(a) and (3) Section 3.06(c), in each case under clauses
(i) and (ii) of this Section 4.02(a), shall be true and correct in all material respects (or, in the case of any such representations
and warranties qualified by materiality, in all respects) on and as of the date of such Borrowing or the issuance, amendment or extension
of such Letter of Credit (or, if any such representation or warranty is expressly stated to have been made as of a specified date, as
of such specified date); and


(b)              
No Default or Event of Default. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment
or extension of such Letter of Credit, no Default or Event of Default shall have occurred or be continuing.


Each Borrowing and each issuance, amendment
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company on the date thereof as
to the matters specified in clauses (a) and (b) of the preceding sentence and (if applicable) by the



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applicable Subsidiary Borrower
of its representations and warranties set forth in Section 3.14 (other than a continuation or conversion of a loan).


Article V



AFFIRMATIVE COVENANTS


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


Section 5.01.             
Financial Statements and Other Information.


The Company will furnish to the Administrative
Agent (which shall promptly provide to each Lender):


(a)              
within 90 days after the end of each fiscal year of the Company, the audited consolidated balance sheets and related audited
consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, in each case as
of the end of and for such fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants
of recognized national standing in an audit report to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP;


(b)              
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, the unaudited
consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Company and
its Subsidiaries, in each case as of the end of and for such fiscal quarter, setting forth in each case in comparative form the figures
for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, in each
case certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations
of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and
the absence of footnotes, provided, however, that the financial statements and certifications required to be delivered pursuant to this
Section 5.01(b) with respect to the first fiscal quarter of the fiscal year 2022 may be delivered on or prior to May 20, 2022 instead
of May 15, 2022;


(c)              
(I) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial
Officer in form reasonably satisfactory to the Administrative Agent (i) certifying that no Default has occurred or, if such a Default
has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and
(ii) setting forth computations in reasonable detail demonstrating compliance with the covenants contained in Section 6.04
and (II) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of a Financial



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Officer in form
reasonably satisfactory to the Administrative Agent specifying any changes to the list of Designated Subsidiaries as of the last day of
the fiscal period to which such financial statements relate;


(d)              
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials
filed by the Company with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or any U.S. national
securities exchange, or distributed to its shareholders generally, as the case may be; and


(e)              
promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Designated Subsidiary
(including information required to comply with “know your customer” or similar identification requirements of any Lender),
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 5.01(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically by posting on an Internet website, and, if so delivered, shall be deemed to have been furnished by the Company
to the Administrative Agent (and by the Administrative Agent to the Lenders) on the date (i) on which such materials are publicly
available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) or (ii) on which such documents are
posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have
access without charge (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that:
(A) the Company shall deliver paper copies of such documents to the Administrative
Agent or any Lender upon its request to the Company to deliver such paper copies and (B) the Company shall notify the Administrative
Agent (by telecopier or electronic mail) of the posting of any such documents delivered pursuant to Section 5.01(a) or (b). The Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall
be solely responsible for requesting delivery to it or maintaining its copies of such documents.


Section 5.02.             
Notices of Material Events.


The Company will furnish to the Administrative
Agent (which shall promptly provide to each Lender) the following, in each case, following the Company’s knowledge thereof:


(a)              
prompt written notice of any occurrence of any Default;


(b)              
prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred,
would reasonably be expected to result in a Material Adverse Effect;


(c)              
within 5 days of any such change or notice, written notice of any change in the Company’s Index Debt Ratings from S&P
and Moody’s, or any notice from either such agency indicating its cessation of, or its intent to cease, rating the Company’s
debt; or



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(d)              
2 Business Days prior written notice of an anticipated IPO Effective Date.


Each notice delivered under this Section shall be accompanied by
a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and, in the case of clause
(a) or (b), any action taken or proposed to be taken with respect thereto.


Section 5.03.             
Existence; Conduct of Business.


The Company will, and will cause each of the Subsidiary
Borrowers to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence
and (b) the rights, licenses, permits, privileges and franchises material to the conduct of its business, other than, in the case
of clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that, if at the
time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary Borrower may merge
with or into the Company; provided that the Company shall be the surviving entity; (ii) any Subsidiary Borrower may merge with
or into any other Subsidiary; provided that such Subsidiary Borrower shall be the surviving entity or, if such Subsidiary Borrower
is not the surviving entity, the surviving entity shall be a Subsidiary Borrower; and (iii) any Subsidiary Borrower may sell, transfer,
lease or otherwise dispose of its assets to the Company or to another Subsidiary Borrower.


Section 5.04.             
Payment of Taxes.


The Company will, and will cause each of its Designated
Subsidiaries to, pay, before the same shall become delinquent or in default, its Tax liabilities, that, if not paid, would reasonably
be expected to result in a Material Adverse Effect, except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) the Company or such Designated Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP or SAP, as applicable, or (c) the failure to make payment pending such contest would not reasonably
be expected to result in a Material Adverse Effect; provided that, for avoidance of doubt an obligation shall be considered to
be delinquent or in default for purposes of this Section only if there has first been a notice and demand therefor (as defined in Section
6303 of the Code and similar provisions of Law) by a tax authority.


Section 5.05.             
Maintenance of Properties.


The Company will, and will cause each of its Designated
Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition (ordinary
wear and tear excepted) and make all necessary repairs thereto and renewals and replacements thereof, except, in each case, to the extent
that failure to do so would not be reasonably expected to result in a Material Adverse Effect.


Section 5.06.             
Books and Records.


The Company will, and will cause each of its
Designated Subsidiaries to, maintain proper books of record and account, in which full, true and correct entries in all material respects
in conformity with GAAP (or applicable local standards) or SAP, as applicable, consistently



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applied shall be made of all financial transactions and
matters involving the assets and business of the Company or such Designated Subsidiary, as the case may be.


Section 5.07.             
Inspection Rights.


The Company will, and will cause each of its Designated
Subsidiaries to, permit any representatives designated by any Agent and/or any Joint Lead Arranger and (at any time a Default exists)
any representatives reasonably designated by any Lender, upon reasonable prior notice and at reasonable times during normal business hours,
to visit and inspect its properties, to examine and make extracts from its books and other records reasonably requested (other than information
subject to confidentiality restrictions, insurance records and customer-related information), and to discuss its affairs, finances and
condition with its officers and independent accountants; provided that such inspections shall be limited to once per fiscal year
of the Company, unless an Event of Default shall have occurred and be continuing. The Company shall pay the reasonable costs and expenses
of any such visit or inspection, but only if a Default exists at the time thereof or is discovered as a result thereof (provided
that the Company shall have no responsibility for any such costs and expenses under any other circumstance).


Section 5.08.             
Compliance with Laws.


The Company will, and will cause each of its Designated
Subsidiaries to, comply with all Laws and orders of any Governmental Authority applicable to it or its property (including applicable
Anti-Corruption Laws, applicable Sanctions and Environmental Laws), and in connection therewith, the Company will maintain in effect and
enforce policies and procedures designed to ensure compliance in all material respects by the Company, its Designated Subsidiaries and
their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions, except in each
case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


Section 5.09.             
Insurance.


The Company will, and will cause each of its Designated
Subsidiaries to, maintain with financially sound and reputable insurance companies 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, all as determined in good faith by the Company.


Section 5.10.             
Use of Proceeds.


The proceeds of the Loans will be used for general
corporate purposes of the Company and its Subsidiaries, and the Letters of Credit will be used to support the Company’s Insurance
Subsidiaries and for general corporate purposes of the Company and its Subsidiaries, in each case not in contravention of any Law or
any Loan Document.



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Article VI



NEGATIVE COVENANTS


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


Section 6.01.             
Liens.


The Company will not, nor will it cause or permit
any Subsidiary Borrower to, create, incur, assume or permit to exist any Lien on (i) any property or asset now owned or hereafter acquired
by it or (ii) any Equity Interests of any of the Company’s Designated Subsidiaries, except in each case:


(a)              
Liens on any property or assets of (i) the Company existing on the Closing Date or (ii) any Subsidiary Borrower existing on the
date any Subsidiary first becomes a Subsidiary Borrower, and, if any Subsidiary ceases to be a Subsidiary Borrower and is subsequently
redesignated as a Subsidiary Borrower, Liens on any property or assets of such Subsidiary Borrower as of the date of such redesignation;


(b)              
Liens on any property or assets of any Person existing at the time such Person is merged or consolidated with or into the Company
or any Subsidiary Borrower, and not created in contemplation of such event;


(c)              
any Lien existing on any property or assets prior to the acquisition thereof by the Company or any Subsidiary Borrower; provided
that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply
to any other property or assets of the Company or any Subsidiary Borrower (other than improvements, accessions, proceeds or distributions
in respect of the acquired property or assets) and (iii) such Lien secures only those obligations that it secures on the date of
such acquisition;


(d)              
Liens on any property or assets acquired, constructed or improved by the Company or any Subsidiary Borrower; provided that
(i) such Liens and the Indebtedness (including Capital Lease Obligations) secured thereby are incurred prior to or within 360 days
after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed
the cost of acquiring, constructing or improving such property or assets and (iii) such Liens shall not apply to any other property
or assets of the Company or any Subsidiary Borrower (provided that individual financings provided by one lender may be cross-collateralized
to other financings provided by such lender (and its Affiliates));


(e)              
Permitted Encumbrances;


(f)               
judgment Liens securing judgments not constituting an Event of Default under Article VII;



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(g)              
Liens arising in connection with Swap Contracts not entered into for speculative purposes;


(h)              
Liens on securities owned by the Company or any Subsidiary Borrower which are pledged to any Federal Home Loan Bank or other government
sponsored entity to secure advances and extensions of credit made to the Company or any Subsidiary Borrower in the ordinary course of
business by any Federal Home Loan Bank or by any other government sponsored entity in connection with programs that are generally available
to similarly situated companies in the insurance or financial services industry;


(i)                
Liens arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies, insurance
regulators or as otherwise incurred in the ordinary course of business of the Company or any Subsidiary Borrower;


(j)                
Liens on any real property and personal property relating thereto securing Limited Recourse Real Estate Indebtedness of the Company
or any Subsidiary Borrower;


(k)              
Liens not otherwise permitted by this Section arising in the ordinary course of the business of the Company or any Subsidiary Borrower
that do not secure any Indebtedness;


(l)                
Liens arising out of Securities Transactions entered into in the ordinary course of business;


(m)            
Liens on, or sales or transfers of, securitized assets (including notes, bonds and other securities or accounts receivable) in
connection with securitizations of such assets; provided that no such Lien shall extend to or cover any property or assets other
than the assets subject to such securitization (including the proceeds of the foregoing), related rights under the securitization documents
and any other assets that are customarily pledged in connection with such securitization;


(n)              
Liens securing obligations in respect of letters of credit issued on behalf of any Insurance Subsidiary for insurance regulatory
or reinsurance purposes;


(o)              
Liens securing obligations in connection with ordinary course operation of the affordable housing business of the Company and its
Subsidiaries;


(p)              
Liens granted by the Company and/or AIGLH to AIG in order to secure the reimbursement or contribution obligations of the Company
and/or AIGLH, whether collateralized or uncollateralized, to AIG in respect of the AIG Guarantee of AIGLH Notes so long as (i) such Liens
permitted under this clause (p) do not secure any obligations other than such reimbursement or contribution obligations of the Company
and/or AIGLH and (ii) such reimbursement or contribution obligations do not exceed the obligations (contingent or actual) under such
AIG Guarantee (as the same may decrease, but not increase (other than for interest and other amounts that may become due under such AIG
Guarantee and related documentation for the reimbursement or contribution obligations) for the purposes of this clause (p), from time
to time thereafter) in respect of the AIGLH Notes;



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(q)             
Liens on intercompany Indebtedness of any Subsidiary Borrower owed to the Company or any other Subsidiary Borrower;


(r)               Liens
incurred pursuant to the Loan Documents;


(s)               Liens
securing Operating Indebtedness;


(t)               
Liens on any assets as security required by applicable Law as a condition to the transaction of any business;


(u)              
Liens securing Indebtedness not otherwise permitted by this Section; provided that the aggregate principal amount of the
Indebtedness secured by such Liens shall not exceed the greater of (i) $1,500,000,000 and (ii) 5% of Consolidated Net Worth
at any one time outstanding; and


(v)              
any extension, renewal or replacement of the foregoing; provided that the Liens permitted hereunder shall not be expanded
to cover any additional Indebtedness or assets (other than a substitution of like assets and improvements, accessions, proceeds or distributions
in respect of such assets) unless such additional Indebtedness or assets would have been permitted in connection with the original creation,
incurrence or assumption of such Lien.


Section 6.02.             Fundamental
Changes.


The Company will not, nor will it cause or permit
any Subsidiary Borrower to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with
it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its
assets, or all or substantially all of the Equity Interests of any of the Subsidiary Borrowers (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default has occurred
and is continuing:


(i)                
any Person may merge with or into the Company; provided that the Company shall be the surviving entity;


(ii)         
       any Subsidiary Borrower may merge with or into any other Person; provided
that a Subsidiary Borrower or the Company shall be the surviving entity; and


(iii)              any
Subsidiary Borrower may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary Borrower.


Section 6.03.              Lines
of Business.


The Company will not, nor will it cause or permit
any of its Designated Subsidiaries to, engage to any material extent in any business other than the businesses of the type conducted
by the Company and its Designated Subsidiaries on the date hereof or to be conducted following the IPO as described in the Registration
Statement and business activities reasonably related, incidental or complementary thereto (including any new insurance and reinsurance
businesses by any Insurance Subsidiary).



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Section 6.04.              Financial Covenants.


(a)              
Consolidated Net Worth. The Company will not permit Consolidated Net Worth, as of the last day of any fiscal quarter, to
be less than $11.73 billion.


(b)              
Consolidated Total Debt to Consolidated Total Capitalization. The Company will not permit Consolidated Total Debt as of
the last day of any fiscal quarter to exceed 40% of Consolidated Total Capitalization as of the last day of such fiscal quarter.


Section 6.05.              
Use of Proceeds in Compliance with Sanctions Laws.


The Company will not request any Borrowing or
Letter of Credit, and the Company shall not, and shall procure that its Subsidiaries and its or their respective directors, officers and
employees shall not, use or otherwise make available, directly or indirectly, the proceeds of any Borrowing or use of any Letter of Credit
(A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value,
to any Person in violation of any Anti-Corruption Laws, (B) for the funding, financing or facilitating of any activities, business or
transaction of or with any Sanctioned Person, or in any Sanctioned Country or (C) in any manner that would result in the violation of
any Sanctions applicable to any party hereto.


Article VII


EVENTS OF DEFAULT


If any of the following events (“Events
of Default”) shall occur:


(a)              
the Company or any Subsidiary Borrower shall fail to pay any principal of any Loan or any Unreimbursed Amount when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration or otherwise;


(b)              
the Company or any Subsidiary Borrower shall fail to pay any interest on any Loan or Unreimbursed Amount or any fee or any other
amount (other than an amount referred to in clause (a) of this Article) due under any Loan Document, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of five or more Business Days;


(c)              
any representation or warranty made or deemed made by or on behalf of the Company or any other Loan Party in or in connection with
any Loan Document or any amendment or modification thereof, or any representation, warranty, statement or information contained in any
report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document or any amendment
or modification hereof or thereof, shall prove to have been incorrect in any material respect when made, deemed made or furnished;


(d)              
(i) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.03
(solely with respect to the existence of the Company and



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the Subsidiary Borrowers) and 5.10 and in Article VI; (ii) any Loan Party shall
fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a) or (b) and such failure shall continue
unremedied for a period of five or more Business Days; or (iii) any Loan Party shall fail to observe or perform any covenant, condition
or agreement contained in Section 5.07 and such failure shall continue unremedied for a period of five or more Business Days after
notice thereof from the Administrative Agent to the Company (given at the request of any Lender);


(e)              
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than
those specified in clause (a), (b) or (d) of this Article) and such failure shall continue unremedied for a period of 30
or more days after written notice thereof from the Administrative Agent to the Company;


(f)               (i) the Company or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness (other than Indebtedness owed to the Company by any of its Subsidiaries), when and as the same
shall become due and payable (beyond any applicable grace period expressly set forth in the governing documents or if the governing documents
do not contain a grace period, two days after the Company or such Subsidiary is given written notice of such failure); or (ii) any
event or condition occurs that results in any Material Indebtedness (other than Indebtedness owed to the Company by any of its Subsidiaries)
becoming due prior to its scheduled maturity; provided that this subclause (ii) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;


(g)              
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Company or any Designated Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Designated Subsidiary or for a
substantial part of the assets of the Company or any Designated Subsidiary, and, in any such case, such proceeding or petition shall continue
undismissed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered;


(h)              
the Company or any Designated Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter
in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or any Designated Subsidiary or for a substantial part of the assets of the Company or
any Designated Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally
to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;



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(i)                
one or more judgments shall be rendered against the Company and/or its Subsidiaries or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary to enforce any such judgment,
and such judgment and/or judgments either is or are, as applicable, for (i) the payment of money in an aggregate amount in excess
of $375,000,000 (or its equivalent in any other currency) or (ii) injunctive relief and would reasonably be expected to result in
a Material Adverse Effect;


(j)                
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be
expected to result in a Material Adverse Effect;


(k)              
the obligations of the Company with respect to Letters of Credit for which any Subsidiary is named as an applicant hereunder or,
at any time a Subsidiary Borrower shall be party to this Agreement, the guarantee of the Company under Article X shall cease to be
in full force and effect (other than in accordance with the terms hereof), or the Company shall deny in writing that it has any liability
with respect to such Letters of Credit or under such guarantee; or


(l)                
there shall have occurred a Change in Control;


then, and in every such event (other than an event with respect
to the Company described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event,
the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take any or all of the following
actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the Company and the Subsidiary Borrowers accrued
hereunder, shall become due and payable immediately; and (iii) require that the Company Cash Collateralize its L/C Obligations (in an
amount equal to the then Outstanding Amount thereof plus any accrued and unpaid interest thereon), in each case, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties, anything contained herein to the contrary
notwithstanding; and in case of any event with respect to the Company described in clause (g) or (h) of this Article,
the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Company and the Subsidiary Borrowers accrued hereunder, shall automatically become due and
payable, and the obligation of the Company 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 and without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Loan Parties, anything contained herein to the contrary notwithstanding.



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Article VIII


AGENTS


Section 8.01.            
Administrative Agent.


(a)              
Each of the Lenders hereby irrevocably appoints the Administrative Agent and the Several L/C Agent as its agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent and/or the Several L/C Agent, as applicable, to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative Agent or the Several L/C Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto.


(b)              
Any Person serving as an 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 such Agent, and such Person and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with, the Borrowers or any Subsidiary or other Affiliate thereof as if it were not such Agent
hereunder.


(c)              
The Administrative Agent, the Several L/C Agent or the Joint Lead Arrangers, as applicable, shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative
Agent, the Several L/C Agent or the Joint Lead Arrangers, as applicable, (i) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (ii) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents
that such Agent is required to exercise in writing by the Required Lenders and (iii) except as expressly set forth herein and in
the other Loan Documents, shall not have any duty to disclose, or be liable for the failure to disclose, any information relating to
any Borrower or any of its Subsidiaries that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates
in any capacity. The Administrative Agent, the Several L/C Agent or the Joint Lead Arrangers, as applicable, shall not be liable for
any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence
or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to
such Agent by the Borrowers or a Lender, and the Administrative Agent, the Several L/C Agent or the Joint Lead Arrangers, as applicable,
shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (2) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (3) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein, (4) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (5) the satisfaction of any condition set forth
in Article IV or elsewhere herein or therein, other than (in the case of the Administrative Agent) to confirm receipt of items expressly
required to be delivered to the Administrative Agent.



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(d)              
Each 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 believed by it to be genuine and to have been signed or sent by the proper Person.
Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for any 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.


(e)              
Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of
each 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 an Agent.


(f)               
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders and the Company; provided that if the Person acting as the Administrative
Agent at any time is also acting as a Several L/C Agent, such Person shall also resign as such Several L/C Agent at such time. Upon any
such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor Administrative Agent
(which Person shall also be appointed as a successor Several L/C Agent, if applicable). If no 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, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent (and,
if applicable, successor Several L/C Agent) which shall be a bank with an office in New York, New York, or an Affiliate of any such bank,
in each case with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent
(and, if applicable, Several L/C Agent) hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent (and, if applicable, Several L/C Agent) and the retiring
Administrative Agent (and, if applicable, Several L/C Agent) shall be discharged from its duties and obligations hereunder (if not already
discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative
Agent’s (and, if applicable, Several L/C Agent’s) resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative
Agent (and, if applicable, Several L/C Agent).


(g)              
Each Lender acknowledges that it has, independently and without reliance upon any Agent, any arranger of this credit facility
or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent, any arranger
of this credit facility or any other Lender and



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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.


(h)              
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or
any 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 any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, all 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 and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Sections 2.04,
2.20(c) and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender and each Agent to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Agents,
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 Agents under Sections 2.04, 2.20(c) and 9.03. 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 any other
Agent any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any
other Agent or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any other Agent in any such proceeding.


(i)                
Notwithstanding anything to the contrary contained herein, the Joint Lead Arrangers and the Syndication Agents named on the cover
page of this Agreement shall not have any duties or liabilities under this Agreement (except in their capacity, if any, as Lenders).


(j)                
(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined
in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank



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compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not
assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect
to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation
any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under
this Section 8.01(j) shall be conclusive, absent manifest error.


(ii)              Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different
amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates)
with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice,
it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each
such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify
the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later
than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which
such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment
(or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the
NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from
time to time in effect.


(iii)           
The Company and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Company or any other Loan Party.


(iv)            
Each party’s obligations under this Section 8.01(j) shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


Section 8.02.              Certain ERISA Matters.


(a)              
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at least one of the following
is and will be true:


(i)                
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more
Plans with respect to such Lender’s entrance into,



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participation in, administration of and performance of the Loans the Letters of Credit,
the Commitments or this Agreement,


(ii)             
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


(iii)           
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)
of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement, or


(iv)            
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


(b)              
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a
Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that the Administrative
Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


Section 8.03.              Guaranty Matters.


Without limiting the provisions of Section 8.01,
the Lenders irrevocably authorize the Administrative Agent to release the Company from its obligations with respect to any Subsidiary
Borrower under Section 10.01 if such Subsidiary Borrower ceases to be a Subsidiary as a result of a transaction permitted under the Loan
Documents.



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Article IX


MISCELLANEOUS


Section 9.01.              Notices.


(a)              
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
subject to paragraph (b) of this Section), 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 telecopy, to the applicable address
or telecopier number for the applicable Person in Schedule 9.01. Notices pursuant to this paragraph (a) sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopy
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Approved Electronic
Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


(b)              
Electronic Communications. Notices and other communications to any Loan Party and the Lenders hereunder may be delivered
or furnished by Approved Electronic Platforms, in each case, pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Company may, in its discretion, agree to accept notices and other communications to
it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


(c)              
Change of Address, Etc. Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt.


Section 9.02.              
Waivers; Amendments.


(a)              
No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising any
right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,
and then such



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waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or the issuance, amendment, or extension of a Letter of Credit shall not be construed
as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default
at the time.


(b)              
Amendments. Subject to Section 2.11(b) and (c), neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or by the
Loan Parties and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:


(i)                
increase any Commitment of any Lender without the written consent of such Lender;


(ii)              
reduce the principal amount of any Loan or any Unreimbursed Amount or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender directly and adversely affected thereby (provided 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 applicable
Borrower to pay interest at the Default Rate);


(iii)            postpone
the scheduled date of payment of the principal amount of any Loan or any Unreimbursed Amount, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender directly and adversely affected thereby;


(iv)            
change Section 2.06(b) or 2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender;


(v)              
change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender; or


(vi)            
release the Company from its guarantee obligations under Article X or from its obligations with respect to Letters of Credit for
which any Subsidiary is named as an applicant hereunder, without the written consent of each Lender;


and provided further that no such agreement shall (A) amend,
modify or otherwise affect the rights or duties of the Administrative Agent hereunder or amend, modify or waive any provision of Section 2.18
without the prior written consent of the Administrative Agent or (B) amend, modify or otherwise affect the rights or duties of any
other Agent hereunder without the prior written consent of such other Agent.



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Anything in this Agreement to the contrary notwithstanding,
no waiver of modification of any provision of this Agreement or any other Loan Document that relates to Letters of Credit issued shall
be effective unless the Required Lenders shall have concurred with such waiver or modification.


Section 9.03.             Expenses;
Limitation of Liability; Indemnity, Etc.


(a)              
Costs and Expenses. The Company agrees to pay or reimburse (i) all reasonable and documented out-of-pocket expenses
incurred by the Agents, the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements
of one firm of outside counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated); (ii) all reasonable and documented out-of-pocket expenses incurred by the Several L/C Agent in connection with the
issuance, amendment, extension, reinstatement or renewal 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 Several L/C Agent (including the fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender and/or the Several L/C Agent), in connection with the enforcement or protection of its
rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including in connection with any workout, restructuring or negotiations in respect
thereof. This Section shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax
claim.


(b)              
Limitation of Liability. To the extent permitted by applicable law (i) the Company and any Loan Party shall not assert,
and the Company and each Loan Party hereby waives, any claim against the Administrative Agent (or any sub-agent thereof), the Several
L/C Agent, any Joint Lead Arranger, any Syndication Agent, any Lender, and any Related Party of any of the foregoing Persons (each such
Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or
other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information
transmission systems (including the Internet) except in the case of this clause (i) to the extent such Liabilities are found by a final,
non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of such
Lender-Related Person or its Related Parties and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities
against any other party hereto, 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 or thereby, or any transaction contemplated hereby or thereby (including the Transactions), any Loan or
Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the Company
and each Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect,
consequential or punitive damages asserted against such Indemnitee by a third party.



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(c)              
Indemnification by Company. The Company agrees to indemnify the Administrative Agent, the Several L/C Agent, each Joint
Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses (including without limitation, the reasonable
and documented out-of-pocket fees, disbursements and other charges of a single primary counsel for the Indemnitees and, if reasonably
necessary, a single local counsel in each relevant material jurisdiction, unless there exists a perceived or actual conflict of interest
among Indemnitees (as reasonably determined by such Indemnitee), in which case such expenses shall include the reasonable and documented
out-of-pocket fees and disbursements of one additional counsel in each relevant material jurisdiction and, if reasonably necessary, of
one regulatory counsel, to each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee
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, the performance by the parties hereto of their respective obligations hereunder or thereunder
or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit
or the use or intended use of the proceeds therefrom (including any refusal by the Several L/C Agent to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter
of Credit, (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or
instruction (whether oral, telephonic, written, telegraphic, facsimile, or electronic) regarding any Letter of Credit or error in computer
transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of
any Letter of Credit, (vii) any third-party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or
assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery, or illegal action of parties other than the Indemnitee with respect
to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies in connection with any Letter of Credit
Document, (x) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company
or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (xi) any
actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Company or any other
Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such Liabilities or related expenses (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result
from a claim not involving an act or omission of the Company and that is brought by an Indemnitee against another Indemnitee (other than
against the Administrative Agent, the Syndication Agent, or any Joint Lead Arranger in their capacities as such). This Section 9.03(c)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.


(d)              
Reimbursement by Lenders. To the extent that the Company fails to pay any amount required to be paid by it to the Administrative
Agent, the Several L/C Agent or any



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Related Party of any of the foregoing (each, an “Agent-Related Person”) under paragraph (a),
(b) or (c) of this Section, each Lender severally agrees to pay to such Agent-Related Person such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related
Person in its capacity as such.


(e)              
Payments. All amounts due under this Section 9.03 shall be payable not later than ten Business Days after demand therefor.


(f)                Survival.
The agreements in this Section 9.03 and the indemnity provisions of Section 10.03 shall survive the resignation of the Administrative
Agent and the Several L/C Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all the other Obligations.


Section 9.04.             
Successors and Assigns.


(a)              
Assignments 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 (i) no Loan Party may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any
Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. 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 and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents, the Lenders and the Joint Lead Arrangers) any legal or equitable right, remedy or claim
under or by reason of this Agreement or the other Loan Documents.


(b)              
Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one
or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments,
its interests in Letters of Credit and the Loans at the time owing to it) with the prior written consent (each such consent not to be
unreasonably withheld or delayed) of:


(A)            
the Company; provided that no consent of the Company shall be required for an assignment to (I) a Lender, an Affiliate
of a Lender or an Approved Fund or, (II) if an Event of Default has occurred and is continuing, any other assignee; and provided,
further, that the Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A)
unless it shall object thereto by written notice to the Administrative Agent within 15 Business Days after having received written notice
thereof; and


(B)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund.


(ii)             
Assignments shall be subject to the following conditions:



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(A)            
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s applicable Commitment, the amount of such Commitment 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) shall not be less than $5,000,000 unless each of the Company (except if an Event of Default has occurred and is continuing) and
the Administrative Agent otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed);


(B)              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;


(C)              the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500;


(D)            
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Company and its Related Parties or their respective securities) will be made available and who may receive such information
in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and


(E)             
no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) 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 subclause (II), (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated
or established for the primary benefit of a natural person and/or family members or relatives of such person or (IV) any Person which
is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Confirming Bank Agreement or Limited Fronting Lender
Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank).


(iii)           
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03).
Any assignment or transfer by a Lender of rights or



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obligations under this Agreement that does not comply with this paragraph 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 paragraph (c)
of this Section.


(iv)            
Maintenance of Register by Administrative Agent. The Administrative Agent, acting for this purpose as a non-fiduciary agent
of the Loan Parties, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of, the principal amount (and stated interest) of the Loans
owing to and the Letters of Credit issued by, 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 Loan Parties, 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, notwithstanding notice to the contrary. The Register shall be available for inspection by any Loan Party and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.


(v)              
Effectiveness of Assignments. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender
and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required
by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information
contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment
required to be made by it pursuant to Section 2.04(b), 2.15(e), 2.20(c) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.


(c)              
Participations. Any Lender may, without the consent of the Company or the Administrative Agent, sell participations to
one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments, the Loans owing to it and its interests in Letters of Credit); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations; and (C) the Company, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Company
agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and



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2.14 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) shall be subject to the requirements and limitations therein, including the requirements under Section 2.14(f) (it being
understood that the documentation required under Section 2.14(f) shall be delivered to the participating Lender); (B) agrees
to be subject to the provisions of Sections 2.15 and 2.16 as if it were an assignee under paragraph (b) of this Section; and
(C) shall not be entitled to receive any greater payment under Section 2.12 or 2.14, with respect to any participation, than
its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results
from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by Law, each Participant
also shall be entitled to the benefits of Section 9.09 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.15(d) 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 Borrowers, 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, Letters of Credit or other obligations under this Agreement
(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion
of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitment, Loan, promissory note, Letter of Credit or other obligations under any Loan Document) except if additional
payments under Sections 2.12 and 2.14 are requested with respect to such Participant and except to the extent that such disclosure is
necessary to establish that such Commitment, Loan, promissory note, Letter of Credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations or to the extent required to establish an exemption or withholding under FATCA.
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.


(d)              
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or other central
bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such
Lender as a party hereto.


Section 9.05.             Survival.


All representations and warranties made by the
Loan Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of
this Agreement, the making by the Lenders of any Loans and the issuance, amendment or extension of any Letters of Credit, regardless
of any investigation made by or on behalf of any Lender and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue
in full force and effect as long as the principal of or any accrued interest on any Loan, any Unreimbursed Amount or any fee or any other
amount payable under this Agreement or any



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other Loan Document is outstanding and unpaid and so long as the Commitments and Letters of
Credit have not expired or been terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, any assignment of rights by,
or replacement of, a Lender, the expiration or termination of the Commitments and the Letters of Credit, the repayment, satisfaction or
discharge of all Obligations under the Loan Documents, the invalidity or unenforceability of any term or provision of any Loan Document
or any investigation made by or on behalf of any Lender.


Section 9.06.             Counterparts; Integration; Effectiveness.


(a)              
This Agreement may be executed in counterparts (and by different parties hereto on 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 constitute the entire contract between and
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 which, when taken
together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


(b)              
Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,
emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall
require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant
to procedures approved by it; provided, further, without limiting the foregoing, (1) to the extent the Administrative Agent
has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic
Signature purportedly given by or on behalf of the Company or any other Loan Party without further verification thereof and without any
obligation to review the appearance or form of any such Electronic signature and (2) upon the request of the Administrative Agent or
any Lender, any Electronic Signature shall be promptly followed by a



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manually executed counterpart. Without limiting the generality of the
foregoing, the Company and each Loan Party hereby (a) agrees that, for all purposes, including without limitation, in connection with
any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders,
the Company and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary
Document shall have the same legal effect, validity and enforceability as any paper original, (b) the Administrative Agent and each of
the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in
the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business,
and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have
the same legal effect, validity and enforceability as a paper record), (c) waives any argument, defense or right to contest the legal
effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of
paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect
to any signature pages thereto and (d) waives any claim against any Lender-Related Person for any Liabilities arising solely from the
Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed
pdf or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as
a result of the failure of the Company and/or any Loan Party to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature.


Section 9.07.             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.


Section 9.08.              Payments
Set Aside.


To the extent that any payment by or on behalf
of any Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar Law or otherwise, then (a) to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender severally agrees to pay



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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 Effective Rate from time to time in effect.
The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and
the termination of this Agreement.


Section 9.09.              
Right of Setoff.


If an Event of Default shall have occurred and
be continuing, each Lender and its Affiliates are authorized at any time and from time to time, to the fullest extent permitted by Law,
to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness
at any time owing by such Lender and its Affiliates to or for the credit or the account of any Loan Party against any and all of the obligations
of such Loan Party hereunder and under the other Loan Documents, irrespective of whether or not such Lender shall have made any demand
under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees to notify the Company 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.


Section 9.10.             
Governing Law; Jurisdiction; Consent to Service of Process.


(a)              
Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.


(b)              
Submission to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property,
to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan
(or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan),
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any other Loan Document
or the transactions relating hereto and thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims
or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such
Federal (to the extent permitted by Law) or New York State Court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, the Several L/C
Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties
in the courts of any jurisdiction.


(c)              
Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection



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which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out
of or relating to this Agreement or the other Loan Documents 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 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 to this Agreement irrevocably consents to service of process in the manner provided for notices
in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner
permitted by Law.


Section 9.11.             
WAIVER OF JURY TRIAL.


EACH PARTY HERETO HEREBY 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 THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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.


Section 9.12.             Headings.


Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or
be taken into consideration in interpreting, this Agreement.


Section 9.13.             Confidentiality.


Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its
and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory
authority, such as the NAIC), (c) to the extent required by any applicable Laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any
other Loan Document or any suit, 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 paragraph, to
(i) any assignee of or



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Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Company and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (1) any rating agency in connection
with rating the Company or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein,
(h) with the consent of the Company or (i) to the extent such Information (1) becomes publicly available other than as a result
of a breach of this paragraph or (2) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from
a source other than the Company. In the event that the Administrative Agent or any Lender becomes legally compelled to disclose any confidential
Information pursuant to clause (c) of this Section, the Administrative Agent or such Lender shall, to the extent permitted by Law,
give prompt written notice of that fact to the Company prior to the disclosure, and in the event that the Company shall advise the Administrative
Agent or such Lender that it will seek an appropriate remedy to prevent or limit such disclosure, the Administrative Agent or such Lender,
as applicable, shall cooperate reasonably (at the expense of the Company) with the Company in seeking such remedy. For the purposes of
this Section, “Information” means all information received from the Company relating to the Company, its Subsidiaries
or their business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Company and other than information pertaining to this Agreement routinely provided by arrangers to data service
providers, including league table providers, that serve the lending industry; provided that, in the case of written information
received from the Company after the date hereof, such information is clearly identified at or prior to the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.


EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS
DEFINED IN THIS SECTION) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY
AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS
AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL
BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY AND ITS RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE



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INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


Section 9.14.              USA PATRIOT Act.


Each Lender hereby notifies the Loan Parties that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
such Lender may be required to obtain, verify and record information that identifies each Loan Party, which information includes the name
and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with said Act.


Section 9.15.              No
Advisory or Fiduciary Relationships.


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), each
Loan Party acknowledges and agrees that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative
Agent, the Lenders and the Joint Lead Arrangers are arm’s-length commercial transactions between the Company and its Affiliates,
on the one hand, and the Administrative Agent, the Lenders and the Joint Lead Arrangers, on the other hand, (ii) each Loan Party
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Loan
Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and
by the other Loan Documents; (b) (i) the Administrative Agent, the Lenders and the Joint Lead Arrangers each is and has been
acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be
acting as an advisor, agent or fiduciary for the Company or any of its Affiliates, or any other Person and (ii) none of the Administrative
Agent, the Lenders and the Joint Lead Arrangers has any obligation to the Company 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 (c) the Administrative
Agent, the Lenders and the Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and its Affiliates, and none of the Administrative Agent, the Lenders and Joint Lead Arrangers
has any obligation to disclose any of such interests to the Company or its Affiliates. To the fullest extent permitted by Law, each Loan
Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Joint Lead Arrangers
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.


Section 9.16.              Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such



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Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB
Rate to the date of repayment, shall have been received by such Lender.


Section 9.17.             
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.


Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


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


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


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


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


(iii)           
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


Section 9.18.             
Judgment Currency.


If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate
of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with
the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business
Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement



    120 


     


    




Currency so purchased is less than the sum originally
due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If
the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in
such Currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower
(or to any other Person who may be entitled thereto under Applicable law). 


Article X


Guarantee


Section 10.01.          
Guarantee. The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors
and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each
Subsidiary Borrower strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed
Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations of such Subsidiary Borrower, the Company will promptly
pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of such
Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.


Section 10.02.           Obligations Unconditional. The obligations of the Company under Section 10.01 are absolute, irrevocable and
unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Subsidiary Borrowers
under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee
of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any Law
of any jurisdiction or any other event affecting any term of any Guaranteed Obligation or any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Article that the
obligations of the Company hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality
of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the
Company hereunder, which shall remain absolute and unconditional as described above:


(i)                
at any time or from time to time, without notice to the Company, the time for any performance of or compliance with any of the
Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


(ii)             any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall
be done or omitted; or



    121 


     


    




(iii)           
the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified,
supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall
be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole
or in part or otherwise dealt with.


The Company hereby expressly waives diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power
or remedy or proceed against any Subsidiary Borrower under this Agreement or any other agreement or instrument referred to herein, or
against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.


Section 10.03.          
Reinstatement. The obligations of the Company under this Article shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of any Subsidiary Borrower in respect of the Guaranteed
Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and the Company agrees that it will indemnify the Administrative Agent and
each Lender on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar
Law.


Section 10.04.           Subrogation.
The Company hereby agrees that, until the payment and satisfaction in full of all Guaranteed Obligations
and the expiration and termination of the Commitments of the Lenders under this Agreement, it shall not exercise any right or remedy
arising by reason of any performance by it of its guarantee in Section 10.01, whether by subrogation or otherwise, against any Subsidiary
Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.


Section 10.05.          
Remedies. The Company agrees that, as between the Company and the Lenders, the obligations
of any Subsidiary Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII (and
shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) for purposes of Section 10.01
notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically
due and payable) as against such Subsidiary Borrower and that, in the event of such declaration (or such obligations being deemed to
have become automatically due and payable), such obligations (whether or not due and payable by such Subsidiary Borrower) shall forthwith
become due and payable by the Company for purposes of Section 10.01.


Section 10.06.         
Continuing Guarantee. The guarantee in this Article is a continuing guarantee
and is a guaranty of payment and not merely of collection, and shall apply to all Guaranteed Obligations whenever arising.



    122 


     


    




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


	 	Corebridge Financial, INC.
	 	 	 
	 	 	 
		By	/s/
                                            Justin Caulfield
	 	 	Name:	Justin Caulfield
	 	 	Title:	Vice President and Treasurer



 


 


 


 


 


 


 


 


 


 


 





[Signature Page
to Revolving Credit Agreement] 


 






     


     


    

 


	 	LENDERS
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A., 

as
a Lender and as Administrative Agent
	 	 	 
	 	 	 
		By	/s/
James S. Mintzer
	 	 	Name: James S. Mintzer
	 	 	Title: Executive Director
	 	 	 












 


 


 


 


 


 


 


 


 


 


[Signature Page
to Revolving Credit Agreement] 


 






     


     


    

 





		BANK OF AMERICA, N.A.,
	 	 	 
	 	 	 
	 	By	/s/
                                            Chris Choi
	 	 	Name: Chris Choi
	 	 	Title: Managing Director
	 	 	 











 


 


 


 


 


 


 


 


 


 


[Signature Page
to Revolving Credit Agreement] 


 






     


     


    











 


		CITIBANK, N.A.
	 	 	 
	 	 	 
	 	By	/s/
                                            Maureen P. Maroney
	 	 	Name: Maureen P. Maroney
	 	 	Title: Vice President
	 	 	 











 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
		By	/s/
                                            Jason Hafener
	 	 	Name: Jason Hafener
	 	 	Title: Managing Director
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 





	 	GOLDMAN SACHS BANK USA
	 	 	 
	 	 	 
		By	/s/
                                            William E. Briggs IV
	 	 	Name: William E. Briggs IV
	 	 	Title: Authorized Signatory
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 





	 	MORGAN STANLEY BANK, N.A.
	 	 	 
	 	 	 
		By	/s/
                                            Michael King 
	 	 	Name: Michael King
	 	 	Title: Authorized Signatory
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 





	 	BARCLAYS BANK PLC
	 	 	 
	 	 	 
		By	/s/
                                            Evan Moriarty 
	 	 	Name: Evan Moriarty
	 	 	Title: Vice President
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 





	 	BNP PARIBAS
	 	 	 
	 	 	 
		By	/s/
                                            Joseph Malley
	 	 	Name: Joseph Malley
	 	 	Title: Managing Director
	 	 	 


 





		By	/s/
                                            Patrick Cunnane
	 	 	Name: Patrick Cunnane
	 	 	Title: Vice President
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 	 
	 	 	 
	 	By	/s/
    Ming K. Chu 
	 	 	Name: Ming K. Chu	ming.k.chu@db.com
	 	 	Title: Director	+1-212-250-5451
	 	 	 	 	 




 





		By	/s/
                                            Annie Chung
	 	 	Name: Annie Chung	annie.chung@db.com
	 	 	Title: Director	+1-212-250-5451
	 	 	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 





	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
		By	/s/
                                            Mrudul Kotia 
	 	 	Name: Mrudul Kotia
	 	 	Title: Vice President, Financial Institutions Group
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 





	 	MIZUHO BANK, LTD.
	 	 	 
	 	 	 
		By	/s/
                                            Raymond Ventura 
	 	 	Name: Raymond Ventura
	 	 	Title: Managing Director
	 	 	 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving
Credit Agreement]


 






    


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	 
	 	By	/s/ Jennifer L. Shafer
	 	 	Name: Jennifer L. Shafer
	 	 	Title:    Vice President



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	ROYAL BANK OF CANADA
	 	 
	 	 
	 	By	 /s/ Tim Stephens 
	 	 	Name: Tim Stephens
	 	 	Title: Authorized Signatory



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION
	 	 
	 	 
	 	By	 /s/ Shane Klein 
	 	 	Name: Shane Klein
	 	 	Title: Managing Director



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	THE BANK OF NOVA SCOTIA
	 	 
	 	 
	 	By 	/s/ Priya Raghavan 
	 	 	Name: Priya Raghavan
	 	 	Title: Managing Director & Head, Financial Institutions, U.S. CIB



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	 
	 	By 	/s/ Andre Liu 
	 	 	Name: Andre Liu
	 	 	Title: Senior Vice President



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	BANCO SANTANDER, S.A., NEW YORK BRANCH
	 	 
	 	 
	 	By 	/s/ Andres Barbosa 
	 	 	Name: Andres Barbosa
	 	 	Title: Managing Director



 


 


	 	By 	/s/ Rita Walz-Cuccioli
    
	 	 	Name: Rita Walz-Cuccioli
	 	 	Title: Executive Director



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION
	 	 
	 	 
	 	By 	/s/ Jason A. Nichols 
	 	 	Name: Jason A. Nichols
	 	 	Title: Vice President



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	MANUFACTURERS AND TRADERS TRUST COMPANY
	 	 
	 	 
	 	By 	/s/ Brooks W. Thropp 
	 	 	Brooks W. Thropp
	 	 	Senior Vice President



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	THE BANK OF NEW YORK MELLON
	 	 
	 	 
	 	By	 /s/ Kenneth P. Sneider, Jr.
	 	 	Name: Kenneth P. Sneider, Jr.
	 	 	Title: Director



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    

 


	 	TRUIST BANK
	 	 
	 	 
	 	By 	/s/
    David Fournier 
	 	 	Name: David Fournier
	 	 	Title: Managing Director



 








 


 


 


 


 


 


 


 


 


 


[Signature Page to Revolving Credit Agreement]


 






    


     


    








 


SCHEDULE 2.01


Commitments


 


 


INTENTIONALLY OMITTED


 




    


     


    

 


SCHEDULE 9.01


Notice Information


 


 


INTENTIONALLY OMITTED


 




    


     


    

EXHIBIT A


[FORM OF ASSIGNMENT AND ASSUMPTION]


ASSIGNMENT AND ASSUMPTION


This Assignment and Assumption (the “Assignment and Assumption”)
is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”)
and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


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


		1.	Assignor:	________________________________



		2.	Assignee:	______________________________

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



		3.	Borrower(s):	Corebridge Financial, Inc., and (if applicable) certain subsidiaries thereof



		4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement






 






		1	Select as applicable.



 


 


 


 


 


 


 


Assignment and Assumption


 






    


     


    

 


		5.	Credit Agreement:	The Revolving Credit Agreement dated as of May 12, 2022 among Corebridge Financial, Inc.,
the Subsidiary Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Several
L/C Agent.



		6.	Assigned Interest:	 



	Assignor	Assignee	Aggregate Amount of

 Commitment/ Loans/ 

for all Lenders	Amount of 

Commitment/ 

Loans Assigned	Percentage 

Assigned of 

Commitment/ 

Loans
	·	·	$	$	%
	·	·	$	$	%
	·	·	$	$	%


 


Effective Date: _________, 202_ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


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


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]




 


		By:	
	 	 	Title:
	 	 	 






	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]


 





		By:	
	 	 	Title:
	 	 	 


 


 


 


 


 


 


 


Assignment and Assumption


 






    


     


    

 





[Consented to and]2
Accepted:


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent





	By		 
	 	Title:	 
	 	 	 


[Consented to:]3


Corebridge Financial,
INC.





	By		 
	 	Title:	 
	 	 	 


 





 






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



		3	To be added only if the consent of the Company is required by the terms of the Credit Agreement.






 


 


 


 


 


 


 


Assignment and Assumption


 



    


     


    







ANNEX 1 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.                 
Representations and Warranties.


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


1.2             
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all the requirements, if any, under the Credit Agreement including Section 9.04(b)
thereof (subject to such consents, if any, as may be required under such Section 9.04(b)), including the requirement that it be a
NAIC Approved Bank or have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case with a Person or Lender,
as applicable, which is a NAIC Approved Bank, (iii) from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either
it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information
as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, any arranger or any other Lender
and 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 Assignment and Assumption and to purchase the Assigned Interest and (vii) if it is a Non-U.S. Lender, attached
to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, any arranger, the Assignor or any other Lender and their Related Parties, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not


 


 


 


 


 


 


 


Assignment and Assumption


 






    


     


    

 


taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed
by it as a Lender.


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


3.                 
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall
be governed by, and construed in accordance with, the law of the State of New York.


 


 


 


 


 


 


 


Assignment and Assumption


 




    


     


    

EXHIBIT B-1


 


[FORM OF SUBSIDIARY BORROWER DESIGNATION]


 


SUBSIDIARY BORROWER DESIGNATION


 


[DATE]


 


To JPMorgan Chase Bank, N.A.,


as Administrative Agent


[Address]


Attention:


 


Re: Subsidiary Borrower Designation


 


Ladies and Gentlemen:


 


Reference is made to the Revolving Credit Agreement dated
as of May 12, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) among Corebridge
Financial, Inc. (the “Company”), the Subsidiary Borrowers party thereto, the Lenders party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent (the “Administrative Agent”) and Several L/C Agent. Capitalized terms used but
not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 


The Company hereby designates [_____] (the “Designated
Subsidiary”), a wholly-owned Subsidiary of the Company and a [corporation/limited liability company] duly organized under the
laws of [____], as a Subsidiary Borrower in accordance with Section 2.19(a) of the Credit Agreement until such designation is terminated
in accordance with Section 2.19(c) thereof.


 


The Designated Subsidiary hereby accepts the above designation
and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower under the Credit Agreement, adheres to the Credit
Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this Subsidiary Borrower
Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with
the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Subsidiary
Borrower.


 


The Company hereby confirms and agrees that, after giving
effect to this Subsidiary Borrower Designation, the Guarantee of the Company contained in Article X of the Credit Agreement shall
apply to all of the obligations of the Designated Subsidiary under the Credit Agreement.


 


The Designated Subsidiary hereby represents and warrants:


 


1.       Each
of the representations and warranties set forth in Section 3.14 of the Credit Agreement is true and correct in all material respects
(or, in the case of any such


 


 


 


 


 


 


 


Subsidiary Borrower Designation


 






    


     


    

 


representations and warranties qualified as to materiality, in all respects) on and as of the date hereof
(or, if any such representation or warranty is expressly stated to have been made as of a specified date, as of such specified date),
in each case as it relates to the Designated Subsidiary and its subsidiaries;


 


2.       The
Designated Subsidiary’s addresses for notices, other communications and service of process provided for in the Credit Agreement
shall be given in the manner, and with the effect, specified in Section 9.01 of the Credit Agreement to it at its “Address
for Notices” specified on the signature pages below; and


 


3.       The
Designated Subsidiary shall deliver to the Administrative Agent the documents and certificates set forth in, or required by, Section 2.19(b)
of the Credit Agreement.


 


The designation of the Designated Subsidiary as a Subsidiary
Borrower under the Credit Agreement shall become effective as of the date (the “Designation Effective Date”) on which
the Administrative Agent accepts this Subsidiary Borrower Designation as provided on the signature pages below. As of the Designation
Effective Date, the Designated Subsidiary shall be entitled to the rights, and subject to the obligations, of a Subsidiary Borrower. Except
as expressly herein provided, the Credit Agreement shall remain unchanged and in full force and effect.


 


The Designated Subsidiary hereby agrees that this Subsidiary
Borrower Designation, the Credit Agreement and the promissory notes (if any) executed and delivered by the Designated Subsidiary pursuant
to the Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Designated Subsidiary
hereby submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case
sitting in New York County, and any appellate court from any thereof, for the purposes of all legal proceedings arising out of or relating
to this Subsidiary Borrower Designation, the Credit Agreement or the transactions contemplated thereby. THE DESIGNATED SUBSIDIARY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUBSIDIARY BORROWER DESIGNATION, THE CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


This Subsidiary Borrower Designation may be executed
in any number of counterparts, all of which taken together shall constitute one and the same agreement.


 


 


 


 


 


 


 


Subsidiary Borrower Designation


 




    


     


    

 


IN WITNESS WHEREOF, the Company and the Designated Subsidiary
have caused this Subsidiary Borrower Designation to be duly executed and delivered as of the day and year first above written.


 


	 	COREBRIDGE FINANCIAL, INC.
	 	 
	 	 
	 	By__________________________
	 	      Name:
	 	      Title:
	 	 
	 	DESIGNATED SUBSIDIARY
	 	 
	 	[NAME OF SUBSIDIARY],
	 	a _____ [corporation/limited liability company]
	 	 
	 	 
	 	 
	 	By:_________________________
	 	       Name:
	 	       Title:
	 	 
	 	Address for Notices
	 	 	                 
	 	      	 
	 	      	 
	 	Attention:	        	 
	 	Fax No:	 	   	 
	 	Telephone No.:   	           	 
	 	 
	 	With a copy to:
	 	Corebridge Financial, Inc.
	 	[_____________]
	 	[_____________]
	 	Attention: [_____________]
 Fax No.: [_____________]
	 	Telephone No.: [_____________]




 


 


 


 


 


 


 


Subsidiary Borrower Designation


 




    


     


    

ACCEPTED:


 


JPMORGAN CHASE BANK, N.A.,


  as Administrative Agent


 


 


By__________________________


      Name:


      Title:


 


 


 


 


 


 


 


Subsidiary Borrower Designation


 




    


     


    

EXHIBIT B-2


 


[FORM OF SUBSIDIARY BORROWER TERMINATION NOTICE]


 


SUBSIDIARY BORROWER TERMINATION NOTICE


 


[________], [_]


 


To: JPMorgan Chase Bank, N.A.,


as Administrative Agent


[Address]


Attention: [______]


 


Re: Subsidiary Borrower Termination Notice


 


Ladies and Gentlemen:


 


Reference is made to the Revolving Credit Agreement dated
as of May 12, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) among Corebridge
Financial, Inc. (the “Company”), the Subsidiary Borrowers party thereto, the Lenders party thereto and JPMorgan Chase
Bank, N.A. as the Administrative Agent and Several L/C Agent. Terms used herein having the meanings assigned to them in the Credit Agreement.


 


The Company hereby gives notice pursuant to Section 2.19(c)
of the Credit Agreement that, effective as of the date hereof, [_______] (the “Subsidiary Borrower”) is terminated
as a Subsidiary Borrower under the Credit Agreement and all commitments by the Lenders to make Loans to the Subsidiary Borrower under
the Credit Agreement are hereby terminated.


 


Pursuant to Section 2.19(c) of the Credit Agreement,
the Company hereby certifies that there are no outstanding Loans made to the Subsidiary Borrower, any unpaid interest thereon or any other
amounts owing by the Subsidiary Borrower under the Credit Agreement and the other Loan Documents.


 


All obligations of the Subsidiary Borrower arising in
respect of any period in which the Subsidiary Borrower was, or on account of any action or inaction taken by the Subsidiary Borrower as,
a Subsidiary Borrower under the Credit Agreement (and the guarantee of the Company of such obligations pursuant to Article X of the
Credit Agreement) shall survive the termination effected by this notice.


 


COREBRIDGE FINANCIAL, INC.


 


 


By___________________________


    Name:


    Title:


 


 


 


 


 


 


 


Subsidiary Borrower Termination Notice


 




    


     


    

EXHIBIT C


[Form of Promissory Note]


PROMISSORY NOTE


	[$][€][£][¥][_________]	 	 	 	[________], 202[_]




 


New York, New York


FOR VALUE RECEIVED, [name
of Borrower], a [corporation/limited liability company] (the “Borrower”), hereby promises to pay to [NAME OF
LENDER] (the “Lender”), at such of the offices of JPMorgan Chase Bank, N.A. as shall be notified to the Borrower from
time to time, the principal sum of [$][€][£][¥] [________] (or such lesser amount as shall equal the aggregate unpaid principal
amount of the Loans made by the Lender to the Borrower under the Credit Agreement), in lawful money of [the United States of America][the
Participating Member States][the United Kingdom][Japan] and in immediately available funds, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money
and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.


The date, amount, Type, interest rate and duration
of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal
thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule
attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement
shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder
in respect of the Loans made by the Lender to the Borrower.


This Note evidences Loans made by the Lender to
the Borrower under the Revolving Credit Agreement dated as of May 12, 2022 (as modified and supplemented and in effect from time to time,
the “Credit Agreement”) among the Company, the Subsidiary Borrowers party thereto, the lenders party thereto (including
the Lender) and JPMorgan Chase Bank, N.A., as Administrative Agent and Several L/C Agent. Terms used but not defined in this Note have
the respective meanings assigned to them in the Credit Agreement.


The Credit Agreement provides for the acceleration
of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified
therein.


Except as permitted by Section 9.04 of the
Credit Agreement, this Note may not be assigned by the Lender to any other Person.


This Note shall be governed by, and construed
in accordance with, the law of the State of New York.


 


 


 


 


 


 


 


Promissory Note


 






    


     


    

 





	 	[NAME OF BORROWER]
	 	 
	 	By	 
			Name:

Title:



 


 


 


 


 


 


 


Promissory Note


 




    


     


    

 


SCHEDULE OF LOANS


This Note evidences Loans made, continued or converted
under the within-described Credit Agreement to the Borrower, on the dates, in the principal amounts, of the Types, bearing interest at
the rates and having Interest Periods (if applicable) of the durations set forth below, subject to the continuations, conversions and
payments and prepayments of principal set forth below:


	Date	Principal 

Amount of 

Loan	Type 

of 

Loan	Interest

 Rate	Duration of 

Interest Period 

(if any)	Amount Paid, 

Prepaid, Continued 

or Converted	Notation 

Made by
























































 


 


 


 


Promissory Note


 




    


     


    

EXHIBIT D


FORMs OF U.S. TAX CERTIFICATES


[See Attached Forms]


 


 


 


 


 


 


 


 


 


U.S. Tax Certificate


 




    


     


    

Exhibit D-1


[FORM OF U.S. TAX CERTIFICATE]


(For Non-U.S. Lenders That Are Not Partnerships

For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Revolving Credit
Agreement dated as of May 12, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”)
among Corebridge Financial, Inc. (the “Company”), the Subsidiary Borrowers
party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”)
and Several L/C Agent thereunder. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.


Pursuant to the provisions of Section 2.14
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) and interests in Letters of Credit in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related
to the Company as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively
connected with the undersigned’s conduct of a U.S. trade or business.


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


[NAME OF LENDER]


	By:	 	 
		Name:

Title:	 



Date: ________, 202__


 


 


 


 


 


 


U.S. Tax Certificate


 




    


     


    

Exhibit D-2


[FORM OF U.S. TAX CERTIFICATE]


(For Non-U.S. Lenders That Are Partnerships

For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Revolving Credit
Agreement dated as of May 12, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”)
among Corebridge Financial, Inc. (the “Company”), the Subsidiary Borrowers
party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”)
and Several L/C Agent thereunder. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.


Pursuant to the provisions of Section 2.14
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s)
evidencing such Loan(s)) and interests in Letters of Credit in respect of which it is providing this certificate, (ii) its partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)) and interests in Letters of Credit, (iii) with
respect to the extension of credit pursuant to the Credit Agreement, neither the undersigned nor any of its partners/members is a bank
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B)
of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C)
of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’
conduct of a U.S. trade or business.


The undersigned has furnished the Administrative
Agent and the Company with United States Internal Revenue Service Form W-8IMY accompanied by a United States Internal Revenue Service Form
W-8BEN or W-8BEN-N (as applicable) from each of its partners/members claiming the portfolio interest exemption and exemption from FATCA
withholding. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Company and the Administrative Agent and (2) the undersigned shall have at all times
furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


[NAME OF LENDER]





	By:	 	 
		Name:

Title:	 


Date: ________, 202__


 


 


 


 


U.S. Tax Certificate




    


     


    

Exhibit D-3


[FORM OF U.S. TAX CERTIFICATE]


(For Non-U.S. Participants That Are Not
Partnerships

For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Revolving Credit
Agreement dated as of May 12, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”)
among Corebridge Financial, Inc. (the “Company”), the Subsidiary Borrowers
party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”)
and Several L/C Agent thereunder. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.


Pursuant to the provisions of Section 2.14
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it
is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the
interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.


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


[NAME OF PARTICIPANT]





	By:	 	 
		Name:

Title:	 


Date: _______, 202__


 


 


 


 





U.S. Tax Certificate


 




    


     


    

Exhibit
D-4


[FORM OF U.S. TAX CERTIFICATE]


(For Non-U.S. Participants That Are Partnerships

For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Revolving Credit
Agreement dated as of May 12, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”)
among Corebridge Financial, Inc. (the “Company”), the Subsidiary Borrowers party thereto, the lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) and Several L/C Agent thereunder.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


Pursuant to the provisions of Section 2.14
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of
which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with
respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none
of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none
of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code,
and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’
conduct of a U.S. trade or business.


The undersigned has furnished its participating
Lender with United States Internal Revenue Service Form W-8IMY accompanied by a United States Internal Revenue Service Form
W-8BEN or W-8BEN-E (as applicable) from each of its partners/members claiming the portfolio interest exemption and exemption from FATCA
withholding. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


[NAME OF PARTICIPANT]





	By:	 	 
		Name:

Title:	 


Date: _______, 202__


 


 


 


 


U.S. Tax Certificate