BERKLEY W R CORP

EX-10.1 · ex101firstamendmenttocredi.htm

EX-10.1
 2
 ex101firstamendmenttocredi.htm
 EX-10.1

 FIRST AMENDMENT TO CREDIT AGREEMENT

 This FIRST AMENDMENT TO CREDIT AGREEMENT , dated as of June 9, 2026 (this “ Amendment ”), among W. R. BERKLEY CORPORATION, a Delaware corporation (the “ Borrower ”), each lender party to the Credit Agreement referred to below (collectively, the “ Lenders ”), and BANK OF AMERICA, N.A., as Administrative Agent (the “ Administrative Agent ”) and the Swing Line Lender. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
 WHEREAS , the Borrower, the Lenders, and the Administrative Agent are party to that certain Credit Agreement, entered into as of April 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”).
 WHEREAS , the Borrower has requested, among other things, that the Administrative Agent and the Lenders agree to (a) extend the Maturity Date of the Credit Agreement and (b) amend certain other provisions of the Credit Agreement, in each case, subject to the terms and conditions set forth herein.
 WHEREAS , the Borrower, the Lenders, and the Administrative Agent have agreed, on the terms and conditions set forth herein, to extend the Maturity Date and to amend certain other provisions of the Credit Agreement.
 NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 §1. Amendments to the Credit Agreement .
 (a) Composite Credit Agreement . Effective as of the First Amendment Effective Date (as defined below), the Credit Agreement and the schedules thereto (excluding the exhibits (other than those expressly amended pursuant to clause (b) below) thereto, which shall remain in full force and effect) are hereby amended as set forth in Annex A attached hereto such that all of the newly inserted double underlined text (indicated textually in the same manner as the following example: double-underlined text ) and any formatting changes attached hereto shall be deemed to be inserted and all stricken text (indicated textually in the same manner as the following example: stricken text ) shall be deemed to be deleted therefrom.
 (b) Exhibits to Credit Agreement . Exhibit C (Form of Compliance Certificate) to the Credit Agreement is hereby amended and replaced in its entirety with Exhibit C attached as Annex B hereto. The exhibits to the Credit Agreement (other than Exhibit C, which is expressly amended by this Amendment) are attached as Annex B hereto for informational purposes, it being acknowledged and agreed that such exhibits (other than Exhibit C) are not amended hereby and remain in full force and effect.
 §2. Representations and Warranties . The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof as follows:

 (a) The execution and delivery by each Loan Party of this Amendment, the Credit Agreement (as amended hereby), and each other Loan Document to which it is a party, have been duly authorized by all necessary corporate or organizational action, and do not and will not (i) contravene the terms of any of such Loan Party’s Organization Documents; (ii) 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 (x) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of the Borrower or any of its Subsidiaries or (y) 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 (iii) violate any Law, except in any case for clauses (ii) or (iii) where such violations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 (b) This Amendment, the Credit Agreement (as amended hereby), and the other Loan Documents, when delivered hereunder, will have been, duly executed and delivered by each Loan Party to the extent it is party hereto. This Amendment constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party that is party hereto, enforceable against such Loan Party to the extent that it is party hereto in accordance with its terms, subject to Debtor Relief Laws and general principles of equity, regardless of whether considered in a proceeding at law or in equity.
 (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the Credit Agreement (as amended hereby) or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) approvals, consents, exemptions, authorizations, actions and notices the absence of which would not reasonably be expected to result in a Material Adverse Effect.
 (d) The representations and warranties contained in Article V of the Credit Agreement (as amended hereby) and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (y) are subject to any materiality qualifier, in which case, they are to be true and correct in all respects.
 (e) On the First Amendment Effective Date, immediately after giving effect to this Amendment and the transactions contemplated hereby, (i) no Default under the Credit Agreement (as amended hereby) has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment, the Credit Agreement (as amended hereby) or any other Loan Document and (ii) no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect has occurred since December 31, 2025.
 §3. Effectiveness . This Amendment shall become effective as of the date first written above (the “ First Amendment Effective Date ”) upon the satisfaction of each of the following conditions precedent:
 (a) Documentation . The Administrative Agent shall have received all of the following, in each case, in form and substance satisfactory to the Administrative Agent:
 (i) executed counterparts of this Amendment;
 (ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
 2

 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party;
 (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;
 (v) a favorable opinion of Norton Rose Fulbright US LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and its Subsidiaries and the Loan Documents as the Required Lenders may reasonably request;
 (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and
 (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 3(c) , (d) and (e) have been satisfied; and (B) the current Debt Ratings.
 (b) Payment of Fees . Any fees related to this Amendment, the Credit Agreement (as amended hereby) or any other Loan Document required to be paid on or before the First Amendment Effective Date, including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the First Amendment Effective Date, shall have been paid (or shall be paid contemporaneously with the occurrence of the First Amendment Effective Date).
 (c) No Default . On the Amendment Effective Date, immediately after giving effect to this Amendment and the transactions contemplated hereby, no Default under the Credit Agreement (as amended hereby) shall have occurred and be continuing.
 (d) No Material Adverse Effect . Since December 31, 2025, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
 (e) Representations and Warranties . On the Amendment Effective Date, immediately after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Section 2 of this Amendment shall be true and correct.
 (f) KYC . The Administrative Agent shall have received (i) at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing at least five (5) days prior to the First Amendment Effective Date and (ii) at least two (2) Business Days prior to the First Amendment Effective Date, to the extent the Borrower qualifies
 3

 as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; provided , with respect to the foregoing clause (ii), such Beneficial Ownership Certification shall be subject to any applicable exceptions or limitations applicable to a public company.
 §4. Miscellaneous Provisions .
 (a) The Borrower hereby ratifies and confirms all of its Obligations to the Administrative Agent and the Lenders under the Credit Agreement (as amended hereby), and the other Loan Documents, including, without limitation, the Loans and other Credit Extensions, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Administrative Agent, as applicable, the Loans, other Credit Extensions, reimbursement obligations and all other amounts due or to become due and payable to the Lenders and the Administrative Agent, as applicable, under the Credit Agreement (as amended hereby) and the other Loan Documents, in each case, subject to the terms and conditions set forth therein and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Except as expressly amended hereby, each of the Credit Agreement and the other Loan Documents shall continue in full force and effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document.
 (b) The Borrower agrees to pay all costs and expenses, including reasonable and documented attorneys’ fees and expenses, of the Administrative Agent and the Lenders incurred in connection with this Amendment and the other Loan Documents, in each case, to the extent required by Section 10.04(a) of the Credit Agreement.
 (c) THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 (d) EACH PARTY HERETO HEREBY AGREES THAT THE PROVISIONS OF SECTIONS 10.14(b) , (c) and (d) OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT, MUTATIS MUTANDIS.
 (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
 4

 AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(e) .
 (f) This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures, which shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record.  This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same agreement.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper counterpart of this Amendment which has been converted into electronic form (such as scanned into PDF format), or an electronically signed counterpart of this Amendment converted into another format, for transmission, delivery and/or retention.
 (g) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
 [ Signature Pages Follow ]

 5

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

 W. R. BERKLEY CORPORATION

 By:     /s/ Richard M. Baio    
 Name:    Richard M. Baio
 Title:    Executive Vice President – Chief Financial Officer

 [W. R. Berkley – Signature Page to First Amendment]

 BANK OF AMERICA, N.A. ,
 as Administrative Agent, a Lender, Several L/C Agent and Fronting L/C Issuer

 By:     /s/ Sidhima Daruka    
 Name:    Sidhima Daruka
 Title:    Director

 [W. R. Berkley – Signature Page to First Amendment]

 M&T BANK ,
 as a Lender

 By:     /s/ Isaac Bailey    
 Name:    Isaac Bailey
 Title:    Vice President

 [W. R. Berkley – Signature Page to First Amendment]

 JPMORGAN CHASE BANK, N.A. ,
 as a Lender

 By:     /s/ Kristen M. Murphy    
 Name:    Kristen M. Murphy
 Title:    Vice President

 [W. R. Berkley – Signature Page to First Amendment]

 MORGAN STANLEY BANK , N.A. , as a Lender

 By:     /s/ Michael King    
 Name:    Michael King
 Title:    Authorized Signatory

 [W. R. Berkley – Signature Page to First Amendment]

 CITIBANK, N.A. , as a Lender

 By:     /s/ Peter Bickford    
 Name:    Peter Bickford
 Title:    Vice President & Managing Director

 [W. R. Berkley – Signature Page to First Amendment]

 FIFTH THIRD BANK, NATIONAL ASSOCIATION , as a Lender

 By:     /s/ Paige Ingwersen    
 Name:    Paige Ingwersen
 Title:    AVP, Financial Institutions Group

 [W. R. Berkley – Signature Page to First Amendment]

 ANNEX A

 Amended Credit Agreement

 [attached]

 Published CUSIP Number: 92847YAA7 (Deal)
 92847YAB5 (Revolving Facility)

 CREDIT AGREEMENT
 Dated as of April 1, 2022,
as amended on June 9, 2026
 among
 W. R. BERKLEY CORPORATION ,
as the Borrower,
 BANK OF AMERICA, N.A. ,
as Administrative Agent, Several L/C Agent and Fronting L/C Issuer,
 M&T BANK,
 JPMORGAN CHASE BANK, N.A.
 MORGAN STANLEY SENIOR FUNDING, INC. ,
as Syndication Agents
 and
 The Other Lenders Party Hereto,
 and
 BOFA SECURITIES, INC. ,
 as Sole Lead Arranger and Sole Bookrunner,
 [BOA/GS High Yield – Signature Page to Third Amendment]

 TABLE OF CONTENTS
 Section      Page
 1.01      Defined Terms      1
 1.02      Other Interpretive Provisions      27
 1.03      Accounting Terms      28
 1.04      Rounding      29
 1.05      Times of Day      29
 1.06      Letter of Credit Amounts      29
 1.07      Interest Rates      29
 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS      30
 2.01      Revolving Loans      30
 2.02      Borrowings, Conversions and Continuations of Revolving Loans.      30
 2.03      Letters of Credit.      32
 2.04      Prepayments.      47
 2.05      Termination or Reduction of Commitments      48
 2.06      Repayment of Loans      48
 2.07      Interest.      48
 2.08      Fees      49
 2.09      Computation of Interest and Fees      49
 2.10      Evidence of Debt.      50
 2.11      Payments Generally; Administrative Agent’s Clawback.      50
 2.12      Sharing of Payments by Lenders      52
 2.13      Increase in Commitments.      53
 2.14      Affected Lenders; Non-NAIC Approved Banks      54
 2.15      Defaulting Lenders.      57
 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY      61
 3.01      Taxes      61
 3.02      Illegality      66
 3.03      Inability to Determine Rates      67
 3.04      Increased Costs.      69
 3.05      Compensation for Losses      70
 i

 3.06      Mitigation Obligations; Replacement of Lenders.      71
 3.07      Survival      71
 ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS      72
 4.01      Conditions of Effectiveness      72
 4.02      Conditions to all Credit Extensions      73
 ARTICLE V. REPRESENTATIONS AND WARRANTIES      74
 5.01      Existence, Qualification and Power      74
 5.02      Authorization; No Contravention      74
 5.03      Governmental Authorization; Other Consents      75
 5.04      Binding Effect      75
 5.05      Financial Statements; No Material Adverse Effect      75
 5.06      Litigation      75
 5.07      No Default      75
 5.08      ERISA Compliance.      75
 5.09      Margin Regulations; Investment Company Act      76
 5.10      Disclosure      77
 5.11      Compliance with Laws      77
 5.12      OFAC      77
 5.13      Anti-Corruption Laws      78
 5.14      Affected Financial Institution      78
 5.15      Covered Entities      78
 ARTICLE VI. AFFIRMATIVE COVENANTS      78
 6.01      Financial Statements      78
 6.02      Certificates; Other Information      79
 6.03      Notices      81
 6.04      Payment of Taxes      81
 6.05      Preservation of Existence, Etc      81
 6.06      Maintenance of Insurance      81
 6.07      Compliance with Laws      82
 6.08      Books and Records      82
 6.09      Inspection Rights      82
 6.10      Use of Proceeds      82
 ii

 6.11      Maintenance of Insurance Licenses      82
 ARTICLE VII. NEGATIVE COVENANTS      83
 7.01      Liens      83
 7.02      Subsidiary Indebtedness      85
 7.03      Fundamental Changes      86
 7.04      Change in Nature of Business      87
 7.05      Transactions with Affiliates      87
 7.06      Use of Proceeds      87
 7.07      Financial Covenants.      87
 7.08      Sanctions      88
 7.09      Anti-Corruptions Laws      88
 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES      88
 8.01      Events of Default      88
 8.02      Remedies Upon Event of Default      90
 8.03      Application of Funds      91
 ARTICLE IX. ADMINISTRATIVE AGENT      92
 9.01      Appointment and Authority      92
 9.02      Rights as a Lender      92
 9.03      Exculpatory Provisions      92
 9.04      Reliance by Administrative Agent      93
 9.05      Delegation of Duties      94
 9.06      Resignation of Administrative Agent      94
 9.07      Non-Reliance on Administrative Agent and Other Lenders      96
 9.08      No Other Duties, Etc      96
 9.09      Administrative Agent May File Proofs of Claim      96
 9.10      Certain ERISA Matters.      97
 9.11      Recovery of Erroneous Payments..      98
 ARTICLE X. MISCELLANEOUS      99
 10.01      Amendments, Etc      99
 10.02      Notices; Effectiveness; Electronic Communication.      100
 10.03      No Waiver; Cumulative Remedies; Enforcement      102
 10.04      Expenses; Indemnity; Damage Waiver.      103
 iii

 10.05      Payments Set Aside      106
 10.06      Successors and Assigns.      106
 10.07      Treatment of Certain Information; Confidentiality      111
 10.08      Right of Setoff      112
 10.09      Interest Rate Limitation      113
 10.10      Integration; Effectiveness      113
 10.11      Survival of Representations and Warranties      113
 10.12      Severability      113
 10.13      Replacement of Lenders      114
 10.14      Governing Law; Jurisdiction; Etc.      115
 10.15      Waiver of Jury Trial      116
 10.16      No Advisory or Fiduciary Responsibility      116
 10.17      Electronic Execution; Electronic Records; Counterparts      117
 10.18      USA PATRIOT Act      118
 10.19      Time of the Essence      118
 10.20      ENTIRE AGREEMENT      118
 10.21      Acknowledgement and Consent to Bail-In of Affected Financial Institutions      118
 10.22      Acknowledgement Regarding Any Supported QFCs      119

 SIGNATURES        S-1

 iv

 SCHEDULES
 2.01    Commitments and Applicable Percentages
 2.14    Non-NAIC Approved Bank Election Options
 5.08(d)     ERISA Compliance
 10.02    Administrative Agent’s Office; Certain Addresses for Notices
 EXHIBITS
 Form of
 A        Revolving Loan Notice
 B        Note
 C        Compliance Certificate
 D-1        Assignment and Assumption
 D-2        Administrative Questionnaire
 E        Notice of Loan Prepayment
 F-1 – F-4    U.S. Tax Compliance Certificates
 G        Non-NAIC Approved Bank Election Notice
 H        Fronted Letter of Credit
 I        Several Letter of Credit

 v

 CREDIT AGREEMENT
 This CREDIT AGREEMENT (“ Agreement ”) is entered into as of April 1, 2022, as amended on June 9, 2026, among W. R. BERKLEY CORPORATION, a Delaware corporation (the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), each of M&T BANK, JPMORGAN CHASE BANK, N.A. and MORGAN STANLEY SENIOR FUNDING, INC., respectively, as Syndication Agents and BANK OF AMERICA, N.A., as Administrative Agent, Several L/C Agent and Fronting L/C Issuer.
 The Borrower has requested that the Lenders provide a revolving credit facility (including a discretionary letter of credit facility), and the Lenders are willing to do so on the terms and conditions set forth herein.
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
 “ Acquisition ” means, with respect to any Person (a) an investment in, or a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, or (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, in each case, in any transaction or group of transactions which are part of a common plan.
 “ Act ” has the meaning specified in Section 10.18 .
 “ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affected Lender ” means a Lender that is not obligated to issue a particular Several Letter of Credit because of one or more of the events or circumstances described in Sections
     1

 2.03(a)(iii)(A) or (B) and that has elected not to issue such Several Letter of Credit as a result of one or more of such events or circumstances.
 “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person.
 “ Aggregate Commitments ” means the Commitments of all the Lenders.
 “ Agreement ” has the meaning set forth in the preamble.
 “ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15 . If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
 “ Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

 Applicable Rate
 Level Debt Rating
 (S&P / Moody’s / Fitch)
 Commitment Fee Applicable Rate for Term SOFR Loans Applicable Rate for Base Rate Loans Letter of Credit Fee
 1 A+ / A1 / A+
 0.070% 0.875% 0.000% 0.750%
 2 A / A2 / A 0.080% 1.000% 0.000% 0.875%
 3 A- / A3 / A- 0.100% 1.125% 0.125% 1.000%
 4 BBB+ / Baa1 / BBB+ 0.125% 1.250% 0.250% 1.125%
 5 < BBB / Baa2 / BBB
 0.175% 1.375% 0.375% 1.250%

 As used above, “ Debt Rating ” means, as of any date of determination, the debt rating as determined by S&P, Moody’s or Fitch (collectively, the “ Debt Ratings ”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided , that (a) if all three Debt Ratings are in effect, and two or more Debt Ratings are at the same pricing level, that pricing level will apply; (b) if all three Debt Ratings are in effect, each at a different pricing level, the pricing level of the middle Debt Rating shall apply; (c) if only two Debt Ratings are in effect, the pricing level of the higher of such Debt Ratings shall apply (with the Debt Rating for pricing level 1 being the highest and the Debt Rating for pricing level 5 being the lowest), unless the ratings differential is two levels or more, in
     2

 which case, the pricing level associated with the Debt Rating that is one level lower than the higher Debt Rating shall apply; (d) if only one Debt Rating is in effect, the pricing level of such Debt Rating shall apply; and (e) if no Debt Rating is in effect, pricing level 5 shall apply.
 Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii) . Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(d) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
 “ Applicant ” means, with respect to a particular Letter of Credit, the Borrower or any other Subsidiary of the Borrower applying for such Letter of Credit pursuant to Section 2.03 .
 “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 “ Arranger ” means BofA Securities, Inc. (or any of its designated affiliates, or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity as sole lead arranger and sole bookrunner.
 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
 “ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.
 “ Audited Financial Statements ” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2025, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
 “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(v) .
     3

 “ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05 , and (c) the date of termination of the Commitments pursuant to Section 8.02 .
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable 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, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank of America ” means Bank of America, N.A. and its successors.
 “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term SOFR (determined in accordance with clause (b) of the definition thereof) in effect for such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus one percent (1.00%), and (d) one percent (1.00%). The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.
 “ Base Rate Loan ” means a Revolving Loan that bears interest based on the Base Rate.
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for
     4

 purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ Berkley Insurance ” means Berkley Insurance Company, a Delaware corporation.
 “ Borrower ” has the meaning specified in the introductory paragraph hereto.
 “ Borrower Materials ” has the meaning specified in Section 6.02 .
 “ Borrowing ” means a Revolving Borrowing.
 “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.
 “ Capitalized Lease ” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as a capital lease or financing lease.
 “ Capitalized Lease Obligations ” means the amount of the liability reflecting the aggregate discounted amount of future payments under all Capitalized Leases calculated in accordance with GAAP.
 “ Cash Collateral ” means, with respect to any Letter of Credit, deposit account balances maintained with the Administrative Agent and pledged, as collateral, to the Administrative Agent for the benefit of the Fronting L/C Issuer or the Lenders, as applicable, in an amount equal to one hundred two percent (102%) of the Outstanding Amount of L/C Obligations.
 “ Cash Collateralize ” has the meaning specified in Section 2.03(g) .
 “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided , that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.
 “ Change of Control ” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (other than one or more Permitted Holders or any domestic company owned and controlled
     5

 by one or more Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).
 “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 , which date was April 1, 2022.
 “ CME ” means CME Group Benchmark Administration Limited.
 “ Co-Applicant ” means the Borrower, acting as a co-applicant for each Applicant (other than the Borrower), with respect to a particular Letter of Credit.
 “ Code ” means the Internal Revenue Code of 1986, as amended.
 “ Commitment ” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 , (b) issue Several Letters of Credit (or purchase participations therein if it is a Non-NAIC Approved Bank and has a Limited Fronting Lender acting for it) and (c) purchase participations in L/C Obligations with respect to Fronted Letters of Credit, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
 “ Communication ” means this Agreement, any other Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
 “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .
 “ Confirming Bank ” means, at any time, with respect to any Lender that is a Non-NAIC Approved Bank at such time, any other Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrower that is a NAIC Approved Bank and that has agreed to confirm the obligations of such Non-NAIC Approved Bank under Several Letters of Credit with respect to which such Non-NAIC Approved Bank is an issuer and which are outstanding during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank. For the avoidance of doubt, except as agreed by such Lender in its sole discretion, no Lender shall be obligated to be a Confirming Bank.
 “ Conforming Changes ” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of Base Rate, SOFR, Term SOFR and
     6

 Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of Business Day and U.S. Governmental Securities Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s), and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
 “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 “ Consolidated Debt ” means, at any date, without duplication, (a) the aggregate amount of all Indebtedness (excluding Hybrid Securities, Non-Recourse Indebtedness and obligations arising under issued letters of credit which have not been drawn by the beneficiary thereof) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, minus (b) Indebtedness if, upon or prior to the maturity thereof, necessary funds have been irrevocably deposited in trust or escrow for the payment, redemption or satisfaction of such Indebtedness, but only to the extent otherwise included in clause (a).
 “ Consolidated Net Worth ” means, at any date, the “Total Equity” of the Borrower 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) 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 Debt, plus (b) Hybrid Securities, plus (c) Consolidated Net Worth.
 “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
 “ Covered Entity ” has the meaning specified in Section 10.22(b) .
 “ Credit Extension ” means each of the following: (a) a Borrowing and (b) a L/C Credit Extension.
     7

 “ Daily Simple SOFR ” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).
 “ Debt Rating ” has the meaning specified in the definition of “Applicable Rate.”
 “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
 “ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.
 “ Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans or Several Letters of Credit within two (2) Business Days of the date such Loans or Several Letters of Credit were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Fronting L/C Issuer, or any other Lender (including any Limited Fronting Lender) any other amount required to be paid by it hereunder (including in respect of its participation in Fronted Letters of Credit or Several Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Fronting L/C Issuer or any Limited Fronting Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided , that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided , that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or
     8

 indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, or (e) ceases to be a NAIC Approved Bank and has failed to comply with its obligations under Section 2.14(g) , if applicable. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the Several L/C Agent, the Fronting L/C Issuer, any applicable Limited Fronting Lender and each other Lender promptly following such determination.
 “ Designated Jurisdiction ” means any country, territory or region to the extent that such country, territory or region itself is the subject of any Sanction (including, at the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).
 “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
 “ Dividing Person ” has the meaning assigned to it in the definition of “Division.”
 “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
 “ Dollar ” and “ $ ” mean lawful money of the United States.
 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Electronic Copy ” has the meaning set forth in Section 10.17 .
     9

 “ Electronic Record ” shall have the meaning assigned to it by 15 U.S.C. §7006, as it may be amended from time to time.
 “ Electronic Signature ” shall have the meaning assigned to it by 15 U.S.C. §7006, as it may be amended from time to time.
 “ Eligible Assignee ” means any Qualified Institutional Buyer and any other Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).
 “ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
 “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
 “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
 “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063
     10

 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan within the meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA or that any Multiemployer Plan is considered a plan in endangered or critical status within the meaning of Sections 431 and 432 of the Code or Sections 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
 “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 “ Event of Default ” has the meaning specified in Section 8.01 .
 “ Excess Hybrid Securities ” means, at any date, the aggregate amount of Hybrid Securities in excess of fifteen percent (15%) of Consolidated Total Capitalization.
 “ Exchange Act ” means the Securities Exchange Act of 1934.
 “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (b) Other Connection Taxes, (c) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (e) any withholding Taxes imposed pursuant to FATCA.
 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code
     11

 and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
 “ Federal Funds Rate ” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided , that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Fee Letter ” means, collectively, (i) the letter agreement, dated February 11, 2022, among the Borrower, the Administrative Agent and BofA Securities, Inc. and (ii) the letter agreement, dated May 12, 2026, among the Borrower, the Administrative Agent and BofA Securities, Inc.
 “ FHLBB ” has the meaning set forth in Section 7.01(g) .
 “ First Amendment Effective Date ” means June 9, 2026.
 “ Fitch ” means Fitch Ratings Inc. and any successor thereto.
 “ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
 “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
 “ Fronted L/C Cash Collateral ” has the meaning set forth in Section 2.14(g)(i) .
 “ Fronted Letter of Credit ” means any Letter of Credit which is issued by the Fronting L/C Issuer pursuant to Section 2.03(a) , in substantially the form of Exhibit H or in such other form as may be acceptable to the Fronting L/C Issuer.
 “ Fronting/Confirming Sublimit ” means, at any time, for the Fronting L/C Issuer or any Lender that at such time is a Limited Fronting Lender or Confirming Bank, such amount as the Borrower and the Fronting L/C Issuer, Limited Fronting Lender or Confirming Bank, as applicable, may agree (which amount and any change thereto shall be notified by the Fronting L/C Issuer, Limited Fronting Lender or Confirming Bank, as applicable, to the Administrative Agent); provided , that , any such amount shall not exceed the Aggregate Commitments. For the avoidance of doubt, as of the Closing Date, the Fronting/Confirming Sublimit of the Fronting L/C Issuer and each Lender (in its capacity as a Limited Fronting Bank or Confirming Bank) shall be $0.
     12

 “ Fronting/Confirming Sublimit Usage ” means, at any time, for the Fronting L/C Issuer or any Lender that at such time is a Limited Fronting Lender and/or Confirming Bank, the sum of (i) the obligations of the Fronting L/C Issuer or such Lender as the issuer under all then outstanding Fronted Letters of Credit issued or deemed issued under this Agreement, plus (ii) the obligations of the Fronting L/C Issuer or such Lender in its capacity as a Limited Fronting Lender and/or Confirming Bank under all then outstanding Several Letters of Credit issued or deemed issued under this Agreement plus (iii) the obligations owing to the Fronting L/C Issuer or such Lender in its capacity as the Fronting L/C Issuer, a Limited Fronting Lender and/or a Confirming Bank in respect of outstanding unreimbursed draws under Letters of Credit issued or deemed issued under this Agreement.
 “ Fronting L/C Issuer ” means Bank of America in its capacity as issuer of Fronted Letters of Credit hereunder, or any successor issuer of Fronted Letters of Credit hereunder.
 “ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
 “ GAAP ” means generally accepted accounting principles in the United States set forth in the Financial Accounting Standards Board’s Accounting Standards Codification, that are applicable to the circumstances as of the determination date.
 “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
 “ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided , that “Guarantee” shall not include (x) obligations under insurance or reinsurance agreements, treaties or policies or (y) endorsements for collection or deposit in the ordinary course of business, or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any
     13

 right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.
 “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 “ Honor Date ” has the meaning specified in Section 2.03(c)(i) and 2.03(c)(ii) , as context may require.
 “ Hybrid Securities ” means any junior subordinated debt or trust preferred securities issued by the Borrower or any of its consolidated Subsidiaries that received hybrid equity treatment at issuance from S&P in its capital adequacy models.
 “ Increase Effective Date ” has the meaning specified in Section 2.13(c) .
 “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
 (a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments (excluding, for the avoidance of doubt, surety bonds, fidelity bonds and other similar insurance products);
 (b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments other than under insurance policies issued by an Insurance Subsidiary;
 (c)    net obligations of such Person under any Swap Contract;
 (d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and contingent acquisition consideration which has not yet become due);
 (e)    all indebtedness created or arising under any conditional sale or other title retention agreement with respect to assets acquired by such Person (limited, to the extent the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such assets, to the fair market value (as determined by such Person in good faith) of such assets);
     14

 (f)    Capitalized Leases and Synthetic Lease Obligations;
 (g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;
 (h)    all Guarantees of such Person in respect of any of the foregoing; and
 (i)    obligations of the kind referred to clauses (a) through (h) secured by a Lien on property owned or being purchased by such Person, whether or not such obligation shall have been assumed by such Person or is limited in recourse.
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. For the avoidance of doubt, Indebtedness shall not include any obligations under operating leases (in accordance with Section 1.03 ) or real property leases.
 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 “ Indemnitees ” has the meaning specified in Section 10.04(b) .
 “ Information ” has the meaning specified in Section 10.07 .
 “ Insurance Authorities ” means collectively, in relation to any particular jurisdiction, the insurance regulatory authorities, commissions, agencies, departments, boards or other authorities of or in that jurisdiction.
 “ Insurance Subsidiary ” means each direct or indirect Subsidiary of the Borrower engaged primarily in the insurance business and licensed as an insurance company.
 “ Intercompany Indebtedness ” means Indebtedness payable by one Subsidiary to the Borrower or another Subsidiary.
 “ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the first Business Day after the end of each March, June, September and December and the Maturity Date.
     15

 “ Interest Period ” means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its Revolving Loan Notice; provided , that:
 (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case, such Interest Period shall end on the next preceding Business Day;
 (ii) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
 (iii) no Interest Period shall extend beyond the Maturity Date.
 “ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) any loan, advance, deposit or extension of credit (including, without limitation, Guarantees), (b) any capital contribution or purchase of Equity Interests, and (c) any acquisition of property other than upon full payment in cash at fair market value; provided , however that the term “Investment” shall not include (i) investments and reinvestments in portfolio securities, loans, limited partnership interests, equity investments, investments in CLOs and other similar investments (collectively, “portfolio assets”) in the ordinary course of business, (ii) sales or other transfers of portfolio assets among the Borrower and its Subsidiaries in the ordinary course of business, (iii) trade and customer accounts receivable for property leased, goods furnished or services rendered in the ordinary course of business and payable on a current basis in accordance with customary trade terms, (iv) deposits, advances or prepayments to suppliers for property leased or licensed, goods furnished and services rendered in the ordinary course of business, (v) advances to employees for relocation and travel expenses, drawing accounts and similar expenditures, (vi) stock or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due to any Person or as security for any such Indebtedness or claims or (vii) demand deposits in banks or similar financial institutions. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in value of such Investment.
 “ IRS ” means the United States Internal Revenue Service.
 “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
 “ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender, as applicable, and a Borrower (and, if applicable, any Subsidiary as an Applicant) or in favor of the Fronting L/C Issuer, the
     16

 Several L/C Agent or such Limited Fronting Lender, as applicable, and relating to any such Letter of Credit.
 “ 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 Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. Any L/C Credit Extension with respect to Fronted Letters of Credit shall be at the sole discretion of the Fronting L/C Issuer.
 “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
 “ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Fronting L/C Issuer, the Several L/C Agent and any then Limited Fronting Lender.
 “ Lender Party ” and “ Lender Recipient Party ” means collectively, the Lenders and the Fronting L/C Issuer.
 “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
 “ Letter of Credit ” means any standby letter of credit issued hereunder.
 “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Fronting L/C Issuer or the Several L/C Agent, as applicable.
 “ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .
 “ Letter of Credit Obligor ” means the Borrower and any Subsidiary for whom the Borrower may be a Co-Applicant or for whose account a Letter of Credit is issued.
     17

 “ Letter of Credit Sublimit ” means an amount equal to Fifty Million Dollars ($50,000,000). The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
 “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
 “ Limited Fronting Lender ” means, at any time, (a) with respect to any Lender that is an Affected Lender with respect to a particular Several Letter of Credit requested to be issued, renewed, extended or amended at such time, any Lender (so long as it is not an Affected Lender with respect to such Several Letter of Credit) that has agreed with the Borrower that it shall be an issuer with respect to any Affected Lender’s Applicable Percentage (or other applicable share if the Borrower has made a Non-Pro Rata Issuance Election with respect to such Several Letter of Credit) of such Several Letter of Credit, or (b) with respect to any Lender that is a Non-NAIC Approved Bank at such time, any Lender that is a NAIC Approved Bank and that has agreed with the Borrower that it shall be an issuer with respect to such Non-NAIC Approved Bank’s share of Several Letters of Credit issued, renewed, extended or amended by the Lenders during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank. For the avoidance of doubt, except as agreed by such Lender in its sole discretion, no Lender shall be obligated to be a Limited Fronting Lender.
 “ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan.
 “ Loan Documents ” means this Agreement, each Note, each Letter of Credit, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement, and the Fee Letter.
 “ Loan Parties ” means, collectively, the Borrower and each other Letter of Credit Obligor.
 “ Margin Debt ” means indebtedness incurred by the Borrower or any Subsidiary from time to time secured by equity securities.
 “ Material Adverse Effect ” means a material adverse effect upon (a) the business, results of operations or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) the ability of the Borrower and its Subsidiaries to perform its Obligations; or (c) the ability of the Administrative Agent or any Lender to enforce any Loan Document in accordance with the terms thereof or the rights and remedies of the Administrative Agent, on behalf of the Lenders, under such Loan Documents.
 “ Maturity Date ” means the earliest of (a) June 9, 2031 (provided, however, if such date is not a Business Day, the date which is the next preceding Business Day), (b) the date of
     18

 termination of the Aggregate Commitments pursuant to Section 2.05 and (c) the date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02 .
 “ Maximum Rate ” has the meaning specified in Section 10.09 .
 “ Minimum Collateral Amount ” means, at any time, (i) an amount equal to one hundred two percent (102%) of the Outstanding Amount of L/C Obligations (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), or (ii) otherwise, an amount determined by the Administrative Agent, the Several L/C Agent and/or Fronting L/C Issuer, as applicable, in their reasonable discretion and in approximate amounts determined in accordance with clause (i).
 “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
 “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
 “ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA, to which the Borrower or any ERISA Affiliate makes contributions, or during the preceding five plan years, has made contributions.
 “ NAIC ” means the National Association of Insurance Commissioners and any successor thereto.
 “ NAIC Approved Bank ” means, at any time, any Lender that is listed on the then most current “List of Qualified U.S. Financial Institutions” approved by the NAIC; provided , that if such Lender is a Foreign Lender, such Lender is acting through the United States branch of such Lender listed on such “List of Qualified U.S. Financial Institutions”.
 “ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.
 “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 “ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(v) .
 “ Non-NAIC Approved Bank ” means, at any time, any Lender that is not a NAIC Approved Bank.
 “ Non-NAIC Approved Bank Election Notice ” means a notice by the Borrower, given pursuant to Section 2.14 , advising the Administrative Agent of which option(s), if any, the
     19

 Borrower elects to exercise in response to a Lender becoming a Non-NAIC Approved Bank after the Closing Date, which shall be substantially in the form of Exhibit G .
 “ Non-Pro Rata Issuance Election ” means an election by the Borrower to have Several Letters of Credit issued, renewed, extended or amended on an adjusted pro rata basis, as more fully described in subparagraph (d) of Schedule 2.14 .
 “ Non-Recourse Indebtedness ” means any Indebtedness the terms of which provide that the claim for repayment of such Indebtedness by the holder thereof is limited solely to a claim against (i) the real property or physical assets securing such Indebtedness, (ii) Investments made in entities whose primary assets are loans secured by such assets set forth in clause (i) hereof, or (iii) loans secured by the assets set forth in clause (i) hereof; provided , that recourse obligations or liabilities solely for fraud, environmental matters and other customary “non-recourse carve-outs” in respect of any such Indebtedness will not prevent such Indebtedness from being classified as Non-Recourse Indebtedness.
 “ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B .
 “ Notice of Loan Prepayment ” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.
 “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
 “ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
 “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or
     20

 organization and, if applicable, any certificate or articles of formation or organization of such entity.
 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
 “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).
 “ Outstanding Amount ” means (a) with respect to Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including such changes resulting from any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
 “ Participant ” has the meaning specified in Section 10.06(d) .
 “ Participant Register ” has the meaning specified in Section 10.06(d) .
 “ Participating L/C Issuer ” means, from time to time with respect to each Several Letter of Credit, each Affected Lender or Non-NAIC Approved Bank, as applicable, for which a Limited Fronting Lender has agreed to be liable as an issuer. For the avoidance of doubt, a Non-NAIC Approved Bank shall not be a Participating L/C Issuer with respect to any Several Letter of Credit for which the Borrower has made a Non-Pro Rata Issuance Election and there is no Limited Fronting Lender for such Non-NAIC Approved Bank.
 “ PATRIOT Act ” has the meaning specified in Section 10.18 .
 “ PBGC ” means the Pension Benefit Guaranty Corporation.
 “ PCAOB ” means the Public Company Accounting Oversight Board.
 “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and/or Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
 “ Pension Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate or with
     21

 respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
 “ Permitted Holder ” means (a) William R. Berkley, (b) the parents, spouse or lineal descendants of William R. Berkley (it being understood that lineal descendants include children by adoption), (c) any trust in which William R. Berkley or the Persons identified in clause (b) hold voting and dispositive power or the beneficiaries of which include only William R. Berkley or the Persons identified in clause (b), and/or (d) any charitable foundation in which William R. Berkley or the Persons identified in clause (b) hold voting and dispositive power.
 “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 “ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
 “ Platform ” has the meaning specified in Section 6.02 .
 “ Projections ” has the meaning set forth in Section 5.10 .
 “ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

 “ Public Lender ” has the meaning specified in Section 6.02 .
 “ Qualified Institutional Buyer ” means any domestic or foreign bank, insurance company (other than any of the Borrower’s Affiliates or Subsidiaries) savings and loan association, or registered investment company which in the aggregate owns and invests on a discretionary basis at least $100,000,000 in securities and which has a net worth of at least $100,000,000; provided , however , so long as no Event of Default has occurred and is continuing, the Borrower shall approve any assignment to a Qualified Institutional Buyer to the extent required under Section 10.06(b) .
 “ Recipient ” means the Administrative Agent, any Lender, the Fronting L/C Issuer, the Several L/C Agent or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
 “ Register ” has the meaning specified in Section 10.06(c) .
 “ Registered Public Accounting Firm ” has the meaning specified in the Securities Laws and shall be independent of the Borrower as provided in the Securities Laws.
 “ Regulation U ” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
     22

 “ Related Party ” or “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
 “ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
 “ Removal Effective Date ” has the meaning specified in Section 9.06(b) .
 “ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
 “ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
 “ Required Lenders ” means, at any time, Lenders having Total Credit Exposure representing more than fifty percent (50%) of the Total Credit Exposure of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided , that, any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Fronting L/C Issuer or Several L/C Agent, as applicable, in making such determination.
 “ Rescindable Amount ” has the meaning specified in Section 2.11(f) .
 “ Resignation Effective Date ” has the meaning specified in Section 9.06(a) .
 “ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
 “ Responsible Officer ” means the executive chairperson, chief executive officer, chief financial officer or secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
 “ Revolving Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .
 “ Revolving Credit Exposure ” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations at such time.
 “ Revolving Loan ” has the meaning specified in Section 2.01 .
     23

 “ Revolving Loan Notice ” means a notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a) , which, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
 “ Risk Participation Cash Collateral ” means, with respect to any Fronted Letter of Credit or any Several Letter of Credit issued in part by any Limited Fronting Lender, deposit account balances maintained with the Administrative Agent, pledged, as collateral, to the Administrative Agent for the benefit of the Fronting L/C Issuer or any Limited Fronting Lender, as applicable, in an amount equal to the Minimum Collateral Amount in respect of such Fronted Letter of Credit or Several Letter of Credit, such pledge to be made pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (which documentation is hereby consented to by the Lenders, the Fronting L/C Issuer and any Limited Fronting Lender, as applicable).
 “ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
 “ Sanction(s) ” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“ HMT ”) or other relevant sanctions authority.
 “ Sarbanes-Oxley ” means Sarbanes-Oxley Act of 2002.
 “ Scheduled Unavailability Date ” has the meaning set forth in Section 3.03(b) .
 “ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
 “ Securities Laws ” means the Securities Act of 1933, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.
 “ Several L/C Agent ” means Bank of America, 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 L/C Cash Collateral ” has the meaning set forth in Section 2.14(g)(ii) .
 “ Several Letter of Credit ” means any Letter of Credit issued severally by the Lenders, substantially in the form of Exhibit I , with such changes therein as the Several L/C Agent determines are acceptable to it and not adverse to the interests of the Lenders.
     24

 “ Significant Subsidiary ” means, as of the last day of the most recent fiscal quarter, any Subsidiary of the Borrower which represents ten percent (10%) or more of “Total Assets” of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance GAAP.
 “ SOFR ” with respect to any day means the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
 “ Statutory Accounting Methods ” means the statutory reporting practices prescribed or permitted by the applicable Insurance Authorities with respect to the Insurance Subsidiaries.
 “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of any Borrower.
 “ Successor Rate ” has the meaning specified in Section 3.03(b) .
 “ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
 “ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
 “ Syndication Agents ” means each of M&T Bank, New York Branch, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., respectively.
     25

 “ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
 “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 “ Term SOFR ” means:
 (a)    with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided , that, if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first (1 st ) U.S. Government Securities Business Day immediately prior thereto; and
 (b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one (1) month commencing that day; provided , that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto;
 provided , that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
 “ Term SOFR Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
 “ Term SOFR Replacement Date ” has the meaning set forth in Section 3.03(b) .
 “ Term SOFR Screen Rate ” means the forward-looking SOFR term rate administered by CME (or any successor administrator reasonably satisfactory to the Administrative Agent) and 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).
 “ Total Credit Exposure ” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.
 “ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
     26

 “ Type ” means with respect to a Revolving Loan, its character as a Base Rate Loan or a Term SOFR Loan.
 “ UK Financial Institution ” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
 “ UK Resolution Authority ” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
 “ United States ” and “ U.S. ” mean the United States of America.
 “ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) and 2.03(c)(ii) , as context may require.
 “ U.S. Government Securities Business Day ” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.
 “ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
 “ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .
 “ Wholly-Owned Subsidiary ” means, as to any Person, (i) any corporation one hundred percent (100%) of whose common stock is at the time owned by such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association or other entity in which such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person has a one hundred percent (100%) equity interest at such time.
 “ Write-Down and Conversion Powers ” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
     27

 under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
 (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
 (b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”
 (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
 (d) For purposes of Section 8.01(b) , a breach of a financial covenant contained in Section 7.07 shall be deemed to have occurred as of the last day of any specified measuring period, regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent and the Lenders.
 (e) Any reference herein to a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
 1.03 Accounting Terms .
 (a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other
     28

 financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP or Statutory Accounting Methods, as the case may be, applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be 100% of the carrying value thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (ii) any lease of the Borrower or any Subsidiary thereof, whether now existing or entered into in the future, that would have been classified as a capital lease or an operating lease under FASB guidance prior to its issuance of ASU 2016-02 will be treated as, respectively, a finance lease or operating lease of the Borrower or such Subsidiary for all purposes of this Agreement, notwithstanding the issuance or the adoption of ASU 2016-02.
 (b) Changes in GAAP or Statutory Accounting Methods . If at any time any change in GAAP or Statutory Accounting Methods, as the case may be, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or Statutory Accounting Methods, as the case may be, (subject to the approval of the Required Lenders and the Borrower); provided , that until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or Statutory Accounting Methods, as the case may be, prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or Statutory Accounting Methods, as the case may be.
 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
 1.07 Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may, in the ordinary course of their business, engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative
     29

 Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, 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 other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
 ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
 2.01 Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “ Revolving Loan ”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Revolving Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment (except as agreed in such Lender’s sole discretion, as provided in clauses (A) and (D) , as applicable, of Section 2.03(a)(i) for the Fronting L/C Issuer or any Limited Fronting Lender). Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.04 , and reborrow under this Section 2.01 . Revolving Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
 2.02 Borrowings, Conversions and Continuations of Revolving Loans .
 (a) Each Revolving Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Revolving Loan Notice; provided , that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Revolving Loan Notice. Each Revolving Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Revolving Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Borrowing, a conversion of Revolving Loans from one Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Revolving Loan in a Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
     30

 (b) Following receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Revolving Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base…