Primerica, Inc.

Current report (Form 8-K) · Jun 2, 2026 · Material agreement · New debt obligation · Financial statements

Company

Primerica, Inc.

Documents

Primary topic

Material agreement

Filed

Jun 2, 2026

Filing summary Workforce analysis SEC documents(6)Filing text Exhibits(1)

Type

EX-10.1

File

pri-ex10_1.htm

Document text
EX-10.1 · pri-ex10_1.htm EX-10.1 2 pri-ex10_1.htm EX-10.1 EXHIBIT 10.1 Execution Version Published CUSIP Number: 74166EAE4 Revolving Credit CUSIP Number: 74166EAF1 $200,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 2, 20 26, by and among PRIMERICA, Inc., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO SECURITIES, LLC as Sole Lead Arranger and Sole Bookrunner 19072516 Table of Contents Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Other Definitions and Provisions 26 Section 1.3 Accounting Terms 26 Section 1.4 Rounding 27 Section 1.5 References to Agreement and Laws 27 Section 1.6 Times of Day 27 Section 1.7 Letter of Credit Amounts 27 Section 1.8 Guarantees/Earn-Outs 27 Section 1.9 Covenant Compliance Generally 28 Section 1.10 Rates 28 Section 1.11 Divisions 28 ARTICLE II REVOLVING CREDIT FACILITY Section 2.1 Revolving Credit Loans 28 Section 2.2 Swingline Loans 29 Section 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans 30 Section 2.4 Repayment and Prepayment of Revolving Credit and Swingline Loans 31 Section 2.5 Permanent Reduction of the Commitment 32 Section 2.6 Termination of Revolving Credit Facility 32 ARTICLE III LETTER OF CREDIT FACILITY Section 3.1 L/C Facility 32 Section 3.2 Procedure for Issuance of Letters of Credit 33 Section 3.3 Commissions and Other Charges 34 Section 3.4 L/C Participations 34 Section 3.5 Reimbursement Obligation of the Borrower 35 Section 3.6 Obligations Absolute 36 Section 3.7 Effect of Letter of Credit Application 36 ARTICLE IV GENERAL LOAN PROVISIONS Section 4.1 Interest 36 Section 4.2 Notice and Manner of Conversion or Continuation of Loans 37 Section 4.3 Fees 38 Section 4.4 Manner of Payment 38 Section 4.5 Evidence of Indebtedness 39 Section 4.6 Sharing of Payments by Lenders 39 Section 4.7 Administrative Agent’s Clawback 40 Section 4.8 Changed Circumstances 41 Section 4.9 Indemnity 43 i 19072516 Table of Contents (continued) Page Section 4.10 Increased Costs 44 Section 4.11 Taxes 45 Section 4.12 Mitigation Obligations; Replacement of Lenders 48 Section 4.13 Increase in Commitments 49 Section 4.14 Cash Collateral 50 Section 4.15 Defaulting Lenders 51 Section 4.16 Extension of Maturity Date 53 ARTICLE V CONDITIONS OF CLOSING AND BORROWING Section 5.1 Conditions to Closing and Initial Extensions of Credit 54 Section 5.2 Conditions to All Extensions of Credit 56 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BORROWER Section 6.1 Organization; Power; Qualification 57 Section 6.2 Ownership 57 Section 6.3 Authorization; Enforceability 57 Section 6.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc 57 Section 6.5 Compliance with Law; Governmental Approvals 58 Section 6.6 Tax Returns and Payments 58 Section 6.7 Environmental Matters 58 Section 6.8 Employee Benefit Matters 59 Section 6.9 Margin Stock 60 Section 6.10 Government Regulation 60 Section 6.11 Financial Statements 60 Section 6.12 No Material Adverse Change 61 Section 6.13 Litigation 61 Section 6.14 Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions and Outbound Investment Rules 61 Section 6.15 Absence of Defaults 62 Section 6.16 Disclosure 62 Section 6.17 Insurance 62 ARTICLE VII AFFIRMATIVE COVENANTS Section 7.1 Financial Statements 62 Section 7.2 Certificates; Other Reports 63 Section 7.3 Notice of Litigation and Other Matters 65 Section 7.4 Preservation of Corporate Existence and Related Matters 65 Section 7.5 Maintenance of Property and Licenses 66 Section 7.6 Insurance 66 Section 7.7 Accounting Methods and Financial Records 66 Section 7.8 Payment of Taxes and Other Obligations 66 Section 7.9 Compliance with Laws and Approvals 66 ii 19072516 Table of Contents (continued) Page Section 7.10 Environmental Laws 66 Section 7.11 Compliance with ERISA 66 Section 7.12 Visits and Inspections 67 Section 7.13 Use of Proceeds 67 Section 7.14 Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions. 67 Section 7.15 Right to Equal and Ratable Security. 68 ARTICLE VIII NEGATIVE COVENANTS Section 8.1 Subsidiary Indebtedness 68 Section 8.2 Liens 69 Section 8.3 Fundamental Changes 71 Section 8.4 Restricted Payments 71 Section 8.5 Transactions with Affiliates 71 Section 8.6 Accounting Changes 72 Section 8.7 Nature of Business 72 Section 8.8 Financial Covenants 72 Section 8.9 Limitations Regarding Outbound Investment Rules 72 ARTICLE IX DEFAULT AND REMEDIES Section 9.1 Events of Default 73 Section 9.2 Remedies 74 Section 9.3 Rights and Remedies Cumulative; Non-Waiver; etc 75 Section 9.4 Crediting of Payments and Proceeds 76 Section 9.5 Administrative Agent May File Proofs of Claim 76 ARTICLE X THE ADMINISTRATIVE AGENT Section 10.1 Appointment and Authority 77 Section 10.2 Rights as a Lender 77 Section 10.3 Exculpatory Provisions 77 Section 10.4 Reliance by the Administrative Agent 78 Section 10.5 Delegation of Duties 79 Section 10.6 Resignation of Administrative Agent 79 Section 10.7 Non-Reliance on Administrative Agent and Other Lenders 80 Section 10.8 No Other Duties, Etc 81 Section 10.9 Lender ERISA Representations 81 Section 10.10 Erroneous Payments 82 ARTICLE XI MISCELLANEOUS Section 11.1 Notices 84 iii 19072516 Table of Contents (continued) Page Section 11.2 Amendments, Waivers and Consents 86 Section 11.3 Expenses; Indemnity 88 Section 11.4 Right of Setoff 90 Section 11.5 Governing Law; Jurisdiction, Etc 91 Section 11.6 Waiver of Jury Trial 91 Section 11.7 Reversal of Payments 92 Section 11.8 Injunctive Relief 92 Section 11.9 Successors and Assigns; Participations 92 Section 11.10 Treatment of Certain Information; Confidentiality 96 Section 11.11 Performance of Duties 97 Section 11.12 All Powers Coupled with Interest 97 Section 11.13 Survival 97 Section 11.14 Titles and Captions 97 Section 11.15 Severability of Provisions 97 Section 11.16 Counterparts; Integration; Effectiveness; Electronic Execution 97 Section 11.17 Term of Agreement 98 Section 11.18 USA PATRIOT Act; Anti-Money Laundering Laws 98 Section 11.19 Independent Effect of Covenants 99 Section 11.20 No Advisory or Fiduciary Responsibility 99 Section 11.21 Inconsistencies with Other Documents 100 Section 11.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 100 Section 11.23 Acknowledgment Regarding Any Supported QFCs 100 Section 11.24 Amendment and Restatement; No Novation 101 EXHIBITS Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Swingline Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Notice of Account Designation Exhibit D - Form of Notice of Conversion/Continuation Exhibit E - Form of Compliance Certificate Exhibit F - Form of Assignment and Assumption Exhibit G-1 - Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders) Exhibit G-2 - Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants) Exhibit G-3 - Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships) Exhibit G-4 - Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships) iv 19072516 Table of Contents (continued) SCHEDULES Schedule 1.1(a) - Commitments and Commitment Percentages Schedule 6.2 - Subsidiaries and Capitalization Schedule 6.11 - Non-GAAP Material Liabilities Schedule 8.1 - Existing Indebtedness Schedule 8.2 - Existing Liens Schedule 8.5 - Transactions with Affiliates ii 19072516 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 2, 2026, by and among PRIMERICA, Inc. , a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders. STATEMENT OF PURPOSE WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of June 22, 2021 (as amended prior to the date hereof, the “ Existing Credit Agreement ”) and the Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower. WHEREAS, the Borrower, the Lenders and the Administrative Agent have agreed to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein, it being the intention of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Borrower thereunder, which shall be payable in accordance with the terms hereof. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below: “ Additional Commitment Lender ” has the meaning assigned thereto in Section 4.16(d) . “ Administrative Agent ” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.6 . “ Administrative Agent’s Office ” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.1(c) . “ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Agent Parties ” has the meaning assigned thereto in Section 11.1(e) . 19072516 “ Agreement ” means this Credit Agreement. “ Annual Statement ” means, with respect to any Insurance Subsidiary, the statutory annual financial statement of such Insurance Subsidiary as is required to be filed with the applicable Insurance Regulatory Authority of its jurisdiction of domicile, and in accordance with the laws of such jurisdiction, together with all exhibits and schedules filed therewith. “ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder. “ Anti-Money Laundering Laws ” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to the Borrower, its Subsidiaries or Affiliates related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C . §§ 1818(s) , 1820(b) and 1951-1959). “ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators. “ Applicable Margin ” means the corresponding percentages per annum as set forth below based on the Debt Rating: Pricing Level Debt Rating Commitment Fee Applicable Margin for SOFR Loans and Letter of Credit Fees Applicable Margin for Base Rate Loans I ≥ A/A2 0.08% 1.00% 0.00% II A-/A3 0.10% 1.125% 0.125% III BBB+/Baa1 0.125% 1.25% 0.25% IV BBB/Baa2 0.175% 1.375% 0.375% V ≤ BBB-/Baa3 0.225% 1.625% 0.625% If at any time the Borrower is split-rated and the Debt Ratings differential is one level, the higher Debt Rating will apply and if the Debt Ratings differential is two levels or more, the Pricing Level one level lower than the higher Debt Rating will apply. If at any time the Borrower does not have a Debt Rating from at least one of S&P or Moody’s, the applicable Pricing Level for such Borrower shall be set at Pricing Level V. “ 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. “ Asset Disposition ” means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests) by the Borrower or any Material Subsidiary thereof. 2 19072516 “ 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 11.9 ), and accepted by the Administrative Agent, in substantially the form attached as Exhibit F . “ Attributable Indebtedness ” means, on any date of determination, (a) in respect of any Capital Lease Obligation 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, the capitalized amount or principal 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 Capital Lease Obligation. “ 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, stockholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 4.8(c)(iv) . “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirements 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). “ Bankruptcy Code ” means 11 U.S.C. §§ 101 et seq . “ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.0%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable ( provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than the Floor. “ Base Rate Loan ” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a) . “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current 3 19072516 Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.8(c)(i) . “ Benchmark Replacement ” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities. “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such 4 19072516 component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof)announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). “ Benchmark Unavailability Period ” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.8(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.8(c)(i) . “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 CFR § 1010.230. “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “ Borrower ” means Primerica, Inc., a Delaware corporation. 5 19072516 “ Borrower Benefit Plan ” means (i) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is maintained or contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any ERISA Affiliate and (ii) any Pension Plan. “ Borrower Materials ” has the meaning assigned thereto in Section 7.2 . “ Business Day ” means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York, are open for the conduct of their commercial banking business. “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “ Cash Collateralize ” means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of the Issuing Lender, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Swingline Lender, as applicable. “ Change in Control ” means an even t or series of events by which (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests 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 more than 35% of the Equity Interests of the Borrower entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Borrower or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Borrower shall not constitute Continuing Directors. “ 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. 6 19072516 “ Class ” means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan or Swingline Loan. “ Closing Date ” means the date of this Agreement. “ Code ” means the Internal Revenue Code of 1986 , and the rules and regulations promulgated thereunder. “ Commitment ” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 4.13 ) and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 4.13 ) . The aggregate Commitment of all the Lenders on the Closing Date shall be $200,000,000. The Commitment of each Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(a) . “ Commitment Fee ” has the meaning assigned thereto in Section 4.3(a) . “ Commitment Percentage ” means, with respect to any Lender at any time, the percentage of the total Commitments of all the Lenders represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. The Commitment Percentage of each Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(a) . “ Compliance Certificate ” means a certificate of the chief financial officer, the treasurer or the controller of the Borrower substantially in the form attached as Exhibit E . “ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.9 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “ 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. 7 19072516 “ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP. “ Consolidated Indebtedness ” means, at any time, the aggregate (without duplication) of all Indebtedness of the Borrower and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP, but excluding (i) lease obligations accounted for as operating leases in accordance with FASB ASC 842 (ii) reimbursement obligations of the Borrower or its Subsidiaries with respect to letters of credit that have been collateralized in full and/or reimbursement obligations for letters of credit (to the extent undrawn), (iii) obligations of the Borrower or its Subsidiaries under any Hybrid Equity Securities to the extent that the aggregate book value of such Hybrid Equity Securities does not exceed 15% of Total Capitalization, (iv) to the extent constituting Indebtedness, any payables under Reinsurance Agreements, (v) obligations of the Borrower or any Subsidiary incurred in the ordinary course of business (A) to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities (or other property) or (B) to return collateral consisting of securities arising out of or in connection with the loan by the Borrower or its Subsidiaries of securities owned or held by the Borrower or its Subsidiaries, (vi) the obligations of the Borrower or any Subsidiary under securities lending arrangements incurred in the ordinary course of business, (vii) the following obligations issued or undertaken in connection with a Statutory Reserve Financing to the extent either S&P or Moody’s (or both) does not treat indebtedness under such Statutory Reserve Financing arrangements as indebtedness: (A) Surplus Debentures or Notes or other obligations of any Special Purpose Subsidiary of the Borrower (“ Reserve Financing Notes ”), or (B) any securities backed by such Reserve Financing Notes by an entity formed in connection with a Statutory Reserve Financing, (viii) earn-outs or similar obligations except to the extent reflected on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP and (ix) any Guarantees of the Indebtedness described in the foregoing clauses (i) through (viii), provided that with respect to Guarantees of Indebtedness described in clause (vii) only, there will be no recourse, directly or indirectly, to the Person providing such Guarantee for the principal of such Indebtedness. “ Consolidated Net Income ” means, for any period, net income (or loss) for the Borrower and its Subsidiaries for such period and as reflected on the consolidated financial statements of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. “ Consolidated Net Worth ” means, on any date, the amount reported by the Borrower, determined in accordance with GAAP on a Consolidated basis, as “Total Stockholders’ Equity” on its Form 10-K or Form 10-Q, but excluding (a) all amounts in respect of unrealized gains or losses recorded pursuant to ASC 320, (b) any Disqualified Equity Interests, and (c) the difference in future policy benefits calculated using the current discount rate and future policy benefits calculated using the locked-in discount rate at contract issuance recognized in accumulated other comprehensive income pursuant to ASC 944-40-35-6A(b), in each case as determined in accordance with GAAP. “ Consolidated Total Assets ” means, at any time, the total assets of the Borrower and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP. “ Continuing Directors ” means the directors (or equivalent governing body) of the Borrower on the Closing Date and each other director (or equivalent) of the Borrower, if, in each case, such other Person’s election or nomination to the board of directors (or equivalent governing body) of the Borrower is approved by at least a majority of the then Continuing Directors. “ 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. 8 19072516 “ Core Subsidiary ” means each of Primerica Life Insurance Company, PFS Investments Inc., Primerica Life Insurance Company of Canada, and PFSL Investments Canada Ltd., and any other Subsidiary of the Borrower as mutually agreed by the Administrative Agent and the Borrower. “ Covered Party ” has the meaning assigned thereto in Section 11.23(a) . “ Credit Exposure ” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time. “ Credit Facility ” means, collectively, the Revolving Credit Facility, the Swingline Facility and the L/C Facility. “ Credit Outstandings ” means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements 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. “ Debt Rating ” means, as of any date of determination, the rating as determined by any of S&P or Moody’s of the Borrower’s senior unsecured non-credit enhanced long-term indebtedness. “ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. “ Default ” means any of the events specified in Section 9.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default. “ Defaulting Lender ” means, subject to Section 4.15(b) , any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans required to be funded by it hereunder within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Issuing Lender or the Swingline 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 9 19072516 Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.15(b) ) upon delivery of written notice of such determination to the Borrower, the Issuing Lender, the Swingline Lender and each Lender. “ Designated Subsidiary ” means any of the Borrower’s Subsidiaries, the consolidated total assets of which represent at least 15% of the Borrower’s total consolidated assets computed in accordance with GAAP. “ Disqualified Equity Interests ” means any Equity Interests which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), is mandatorily redeemable on or prior to the date that is one hundred-eighty (180) days following the date referred to in clause (a) of the definition of Maturity Date. “ Dollars ” or “ $ ” means, unless otherwise qualified, dollars in lawful currency 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 credit institution or investment firm established in any EEA Member Country. “ Electronic Record ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “ Electronic Signature ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 11.9(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 11.9(b)(iii) ). 10 19072516 “ Employee 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 Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, written notices of noncompliance or violation, investigations by any Governmental Authority (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law by Borrower or any Subsidiary, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from exposure to, or the release or threatened release of any Hazardous Materials. “ Environmental Laws ” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, rules, and regulations, permits, licenses, approvals, and orders of Governmental Authorities, relating to the protection of public health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. “ Equity Interests ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. “ ERISA ” means the Employee Retirement Income Security Act of 1974 , and the rules and regulations thereunder. “ ERISA Affiliate ” means any Person who together with the Borrower or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and for the purpose of Section 302 of ERISA and/or Section 412 and/or each “applicable section” under Section 414(t)(2) of the Code, within the meaning of Section 414(b), (c), (m) or (o) of the Code). “ Erroneous Payment ” has the meaning assigned thereto in Section 10.10(a) . “ Erroneous Payment Deficiency Assignment ” has the meaning assigned thereto in Section 10.10(d) . “ Erroneous Payment Impacted Class ” has the meaning assigned thereto in Section 10.10(d) . “ Erroneous Payment Return Deficiency ” has the meaning assigned thereto in Section 10.10(d) . “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor thereto), as in effect from time to time. “ Event of Default ” means any of the events specified in Section 9.1 ; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied. 11 19072516 “ Exchange Act ” means the Securities Exchange Act of 1934 (15 U.S.C. § 77 et seq .). “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.12(b) ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 4.11 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.11(g) and (d) any United States federal withholding Taxes imposed under FATCA. “ Existing Credit Agreement ” has the meaning assigned thereto in the Statement of Purpose. “ Existing Maturity Date ” has the meaning assigned thereto in Section 4.16(a) . “ Extension Date ” has the meaning assigned thereto in Section 4.16(a) . “ Extensions of Credit ” means (a) any borrowing of Loans or (b) any issuance of a Letter of Credit. “ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board. “ FASB ASU ” means the Accounting Standards Updates of the Financial Accounting Standards Board. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing. “ FDIC ” means the Federal Deposit Insurance Corporation. “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “ Fee Letter ” means the separate fee letter agreement dated May 4, 2026 among the Borrower, Wells Fargo and Wells Fargo Securities, LLC. 12 19072516 “ Fiscal Year ” means the fiscal year of the Borrower ending on December 31. “ Floor ” means 0.00% per annum. “ 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. “ FRB ” means the Board of Governors of the Federal Reserve System of the United States. “ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Commitment Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by the Issuing Lender, other than such L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. “ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities. “ 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 ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming 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 (whether in whole or in part). 13 19072516 “ Hazardous Materials ” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed by a Governmental Authority to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas. “ Hedge Agreement ” 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. “ Hedge Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements 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 Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). “ Hybrid Equity Securities ” means any hybrid preferred securities consisting of trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities that are shown on the consolidated financial statements of the Borrower as liabilities (i) to the extent treated as equity by Standard & Poor’s, and (ii) that, by its terms (or by the terms of any security into which it is convertible for or which it is exchangeable) or upon the happening of any event or otherwise, does not mature or is not mandatorily redeemable or is not subject to any mandatory repurchase requirement, at any time on or prior to the date which is six months after the Maturity Date. “ IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board, which are in effect from time to time. “ Increase Effective Date ” has the meaning assigned thereto in Section 4.13(d) . “ Indebtedness ” means, with respect to any Person at any date and without duplication, the sum of the following: 14 19072516 (a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person; (b) all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all payment obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more than 120 days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person; (c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person; (g) Disqualified Equity Interests; (h) all net obligations of such Person under any Hedge Agreements; and (i) all Guarantees of any such Person with respect to any of the foregoing types of obligations. 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. In respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the amount of such Indebtedness as of any date of determination will be the lesser of (x) the fair market value of such assets as of such date and (y) the amount of such Indebtedness as of such date. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. Notwithstanding the foregoing, the term “Indebtedness” shall exclude (i) obligations under any operating lease of property that is not capitalized on the balance sheet of such Person and (ii) obligations of the Borrower or any Subsidiary incurred in the ordinary course of business with respect to retained assets of beneficiaries, advance premiums or deposits of customers, separate account liabilities, sales force independent contractor monies withheld or collected, and liabilities for unclaimed property. 15 19072516 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. “ Indemnitee ” has the meaning assigned thereto in Section 11.3(b) . “ Information ” has the meaning assigned thereto in Section 11.10 . “ Insurance Regulatory Authority ” means, with respect to any Insurance Subsidiary, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies in its jurisdiction of domicile and, to the extent that it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed to conduct business. “ Insurance Subsidiary ” means a Subsidiary the ability of which to pay dividends is regulated by an Insurance Regulatory Authority or that is otherwise required thereby to be regulated with the Applicable Law of its jurisdiction of domicile. “ Interest Period ” means, as to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that: (a) the Interest Period shall commence on the date of advance of or conversion to any SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; (b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (d) no Interest Period shall extend beyond the Maturity Date; (e) there shall be no more than ten (10) Interest Periods in effect at any time; and (f) no tenor that has been removed from this definition pursuant to Section 4.8(c)(iv) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation. “ Investment Company Act ” means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1) , et seq .). “ IRS ” means the United States Internal Revenue Service. “ ISP98 ” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590 . 16 19072516 “ Issuing Lender ” means Wells Fargo. “ L/C Commitment ” means the lesser of (i) $50,000,000 and (ii) the aggregate Commitments, provided that such amount may be changed after the Closing Date in a written agreement between the Borrower and the Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution). “ L/C Facility ” means the letter of credit facility established pursuant to Article III . “ L/C Obligations ” means the aggregate Obligations of the Borrower in respect of Letters of Credit equal to, at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5 . “ L/C Participants ” means, with respect to any Letter of Credit, the collective reference to all the Lenders other than the Issuing Lender. “ Lead Arranger ” means Wells Fargo Securities, LLC in its capacity as sole lead arranger and sole bookrunner. “ Lender ” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that becomes a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 4.13 , other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender. “ Lender Joinder Agreement ” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and Borrower delivered in connection with Section 4.13 . “ Lending Office ” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit. “ Letter of Credit Application ” means an application requesting the Issuing Lender to issue a Letter of Credit and a reimbursement agreement, in each case in the form specified by the Issuing Lender from time to time. “ Letters of Credit ” means the collective reference to letters of credit issued pursuant to Section 3.1 . “ Lien ” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement relating to such asset. For the avoidance of doubt, the term Lien shall not include any obligation of the Borrower or its Subsidiaries incurred in the ordinary course of business to return any asset, deposit, or premium to any beneficiary, agent or customer in the ordinary course of business. “ Loan Documents ” means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Fee Letter, and each other document, instrument, certificate and agreement executed and delivered by the Borrower or any of its Subsidiaries in favor of or provided to the Administrative Agent or any Lender. 17 19072516 “ Loans ” means the collective reference to the Revolving Credit Loans and the Swingline Loans, and “Loan” means any of such Loans. “ Material Adverse Effect ” means, with respect to the Borrower and its Subsidiaries, a material adverse change in, or a material adverse effect on, (a) the business, assets, liabilities, results of operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its obligations under the Loan Documents, (c) the rights and remedies of the Administrative Agent or any Lender under any Loan Document or (d) the legality, validity, binding effect or enforceability against the Borrower of any Loan Document. “ Material Insurance Subsidiary ” means, at any time, an Insurance Subsidiary that has statutory assets in excess of 10% of the aggregate statutory assets of all Insurance Subsidiaries measured as of the last day of the most recently ended fiscal quarter for which the applicable Quarterly Statements and Annual Statements have been delivered pursuant to Section 7.1(c) . “ Material Subsidiary ” means at all times, (i) any Core Subsidiary, (ii) any Material Insurance Subsidiary, (iii) any Subsidiary of the Borrower that meets any of the following tests: (a) whose assets (excluding intercompany accounts) are in excess of ten percent (10%) of the Consolidated Total Assets of the Borrower and its Subsidiaries, measured as of the last day of the most recently ended fiscal quarter or fiscal year for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.1 or (b) whose net income (calculated in a manner consistent with the public filings of the Borrower) is in excess of ten percent (10%) of Consolidated Net Income, measured for the four (4) consecutive fiscal quarter period most recently ended for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.1 and (iv) any Subsidiary that owns, directly or indirectly, any Subsidiary identified in clauses (ii) and (iii) above. “ Maturity Date ” means the earliest to occur of (a) the later of (1) June 2, 2031 and (2) if the Maturity Date is extended pursuant to Section 4.16 as to any Lender, such extended maturity date as determ ined pursuant to such Section, (b) the date of termination of the entire Commitment by the Borrower pursuant to Section 2.5 , and (c) the date of termination of the Commitment pursuant to Section 9.2(a) ; provided , however, that in each case if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. “ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to the Fronting Exposure of the Issuing Lender at such time, (ii) with respect to Cash Collateral provided in accordance with Section 2.4(b) , the amount required by such Section, and (iii) with respect to Cash Collateral provided in accordance with Section 4.14(i) or Section 9.2(b) , an amount equal to 103% of the aggregate L/C Obligations. “ Moody’s ” means Moody’s Investors Service, Inc. and any successors thereto. “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or is accruing an obligation to make contributions, or to which the Borrower or any ERISA Affiliate has accrued an obligation to make contributions within the preceding five (5) years. “ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.2 and (b) has been approved by the Required Lenders. 18 19072516 “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time. “ Non-Extending Lender ” has the meaning assigned thereto in Section 4.16(b) . “ Notes ” means the collective reference to the Revolving Credit Notes and the Swingline Note. “ Notice Date ” has the meaning assigned thereto in Section 4.16(b) . “ Notice of Account Designation ” has the meaning assigned thereto in Section 2.3(b) . “ Notice of Borrowing ” has the meaning assigned thereto in Section 2.3(a) . “ Notice of Conversion/Continuation ” has the meaning assigned thereto in Section 4.2 . “ Obligations ” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest and fees accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees, expenses, indemnities and other amounts owing by the Borrower to the Lenders, the Issuing Lender or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against the Borrower 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 U.S. Department of the Treasury’s Office of Foreign Assets Control. “ 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, 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 4.12 ) . “ Outbound Investment Rules ” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, Public Law No. 119-60 or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq. “ Participant ” has the meaning assigned thereto in Section 11.9(d) . “ Participant Register ” has the meaning assigned thereto in Section 11.9(d) . 19 19072516 “ PATRIOT Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). “ Payment Recipient ” has the meaning assigned thereto in Section 10.10(a) . “ PBGC ” means the Pension Benefit Guaranty Corporation or any successor agency. “ Pension Plan ” means any pension plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained or contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any ERISA Affiliate, and each such plan for the five (5)-year period immediately following the latest date on which the Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan. “ Permitted Liens ” means the Liens permitted pursuant to Section 8.2 . “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “ Platform ” means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system. “ Prime Rate ” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. “ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests. “ 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 Lenders ” has the meaning assigned thereto in Section 7.2 . “ Quarterly Statement ” means, with respect to any Insurance Subsidiary, the statutory quarterly financial statement of such Insurance Subsidiary as is required to be filed with the applicable Insurance Regulatory Authority of its jurisdiction of domicile, in accordance with the laws of such jurisdiction, together with all exhibits and schedules filed therewith with all exhibits and schedules filed therewith. “ Recipient ” means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Lender, as applicable. “ Register ” has the meaning assigned thereto in Section 11.9(c) . “ Reimbursement Obligation ” means the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by the Issuing Lender. “ Reinsurance Agreements ” means any agreement, contract, treaty, policy, certificate or other arrangement whereby any reinsurer agrees to assume from or reinsure an insurer or reinsurer all or part of 20 19072516 the liability of such insurer or reinsurer under a policy or policies of insurance issued by such insurer or reinsurer or any hedge or other derivative product intended to achieve the same result. “ 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 FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto. “ Removal Effective Date ” has the meaning assigned thereto in Section 10.6(b) . “ Required Lenders ” means, at any time, Lenders holding outstanding Commitments (or, after the termination of the Commitments, Credit Exposures) representing more than fifty percent (50%) of the aggregate Commitments at such time (or, after the termination of the Commitments, the aggregate at such time of all outstanding Credit Exposures); provided , however , that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Commitment and Credit Exposure shall be excluded for purposes of determining Required Lenders. “ Reserve Financing Notes ” has the meaning assigned thereto in the definition of Consolidated Indebtedness. “ Resignation Effective Date ” has the meaning assigned thereto in Section 10.6(a) . “ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “ Responsible Officer ” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the Borrower and reasonably acceptable to the Administrative Agent; provided that, to the extent requested thereby, the Administrative Agent shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person. “ Restricted Payment ” means any dividend on, or the making of any payment or other distribution on account of, or the purchase, redemption, retirement or other acquisition (directly or indirectly) of, or the setting apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of the Borrower or any Subsidiary thereof, or the making of any distribution of cash, property or assets to the holders of any Equity Interests of the Borrower or any Subsidiary thereof on account of such Equity Interests. “ Revolving Credit Facility ” means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 4.13 ) . “ Revolving Credit Loan ” means any revolving loan made to the Borrower pursuant to Section 2.1 , and all such revolving loans collectively as the context requires. 21 19072516 “ Revolving Credit Note ” means a promissory note made by the Borrower in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form attached as Exhibit A-1 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. “ S&P ” means Standard & Poor’s Rating Service, a division of S&P Global Inc. and any successor thereto. “ Sanctioned Country ” means at any time, a country, territory or region which is itself (or whose government is) the subject or target of any Sanctions. “ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by, directly or indirectly, any such Person or Persons described in clauses (a) and (b) , or (d) any Person otherwise a target of Sanctions, including vessels and aircraft that are designated under any Sanctions program. “ Sanctions ” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) the Borrower or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Extensions of Credit will be used, or (c) from which repayment of the Extensions of Credit will be derived. “ SEC ” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “ Securities Act ” means the Securities Act of 1933 (15 U.S.C. § 77 et seq .). “ SOFR ” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “ SOFR Administrator ” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “ SOFR Loan ” means any Loan bearing interest at a rate based on Term SOFR as provided in Section 4.1(a) . “ Special Purpose Subsidiary ” means any Subsidiary formed to issue Surplus Debentures or Notes or other obligations in connection with a Statutory Reserve Financing or enter into Reinsurance Agreements in connection with a Statutory Reserve Financing or enter into ancillary obligations in respect of the foregoing. “ Statutory Accounting Methods ” means the statutory reporting practices prescribed or permitted by the applicable Insurance Regulatory Authorities with respect to the Insurance Subsidiaries. 22 19072516 “ Statutory Reserve Financing ” means a transaction or series of transactions entered into primarily for the purpose of financing a portion of the statutory reserves required to be held by an Insurance Subsidiary, where the proceeds or funding obligations provided by the financing counterparty or counterparties in such transaction or transactions are not expected, as of the date such transaction or transactions are entered into, to be used or applied to pay insurance or reinsurance claims reasonably projected to be payable as of the date such transaction or transactions are entered into. “ Subsidiary ” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower. “ Surplus Debentures or Notes ” means, as to any Insurance Subsidiary, debt securities or notes of such Insurance Subsidiary the proceeds of which are permitted to be included, in whole or in part, as capital and surplus of such Insurance Subsidiary as approved and permitted by the applicable Insurance Regulatory Authority and are of a type generally described in the insurance industry as a “surplus note.” “ Swingline Commitment ” means the lesser of (a) $50,000,000 and (b) the unutilized Commitment of the Swingline Lender. “ Swingline Facility ” means the swingline facility established pursuant to Section 2.2 . “ Swingline Lender ” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto. “ Swingline Loan ” means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.2 , and all such swingline loans collectively as the context requires. “ Swingline Note ” means a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-2 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. “ Swingline Participation Amount ” has the meaning assigned thereto in Section 2.2(b)(iii) . “ Synthetic Lease ” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP. “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “ Term SOFR ” means, 23 19072516 (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “ Periodic Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided , however , that if as of 5:00 p.m. (Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and (b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ Base Rate Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided , however , that if as of 5:00 p.m. (Eastern time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day; provided , further , that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. “ Term SOFR Administrator ” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). “ Term SOFR Reference Rate ” means the forward-looking term rate based on SOFR. “ Termination Event ” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the Borrower: (a) a “Reportable Event” described in Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan under Section 4041(c) of ERISA, or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the institution of proceedings for termination of, or the appointment of a trustee to administer, any Pension Plan by the PBGC under Section 4042 of ERISA, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan 24 19072516 or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA or (h) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such Multiemployer Plan against such Borrower or ERISA Affiliate, or (i) any event or condition which results in the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (j) the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) 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. “ Threshold Amount ” means $50,000,000. “ Total Capitalization ” means, on any date, the sum of (a) Consolidated Indebtedness (but excluding any Hybrid Equity Securities) of the Borrower and its Subsidiaries as of such date plus (b) Consolidated Net Worth as of such date plus (c) the aggregate obligations of the Borrower and its Subsidiaries under any Hybrid Equity Securities as of such date. “ Trade Date ” has the meaning assigned thereto in Section 11.9(b)(i)(B) . “ Transactions ” means, collectively, (a) the initial Extensions of Credit and (b) the payment of the transaction costs incurred in connection with the foregoing. “ UCC ” means the Uniform Commercial Code as in effect in the State of New York. “ UK Financial Institution ” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “ UK Resolution Authority ” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “ Unadjusted Benchmark Replacement ” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “ United States ” means the United States of America. “ United States Person ” means any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any Person in the United States. “ U.S. Government Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided , that for purposes of notice requirements in Sections 2.3(a) , 2.4(c) and 4.2 , in each case, such day is also a Business Day. “ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code. 25 19072516 “ U.S. Tax Compliance Certificate ” has the meaning assigned thereto in Section 4.11(g) . “ Wells Fargo ” means Wells Fargo Bank, National Association, a national banking association. “ Wholly-Owned ” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries). “ Withholding Agent ” means the Borrower and the Administrative Agent. “ Write-Down and Conversion Powers ” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. Section 1.2 Other Definitions and 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, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) 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, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) the words “agent” and “representative” when used with respect to the Borrower and its Subsidiaries shall exclude all independent contractors of the Borrower and its Subsidiaries, and (k) 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”. Section 1.3 Accounting Terms . (a) All accounting terms not specifically defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, IFRS or Statutory Accounting Methods, as the case may be, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 7.1(a) and the statutory financial statements required by Section 7.1(c) , except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the 26 19072516 computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP, IFRS 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, IFRS or Statutory Accounting Methods, as the case may be, (subject to the approval of the Required Lenders and the Borrower); provided that, in the event that such amendment is so requested, then until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP, IFRS 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 documentation setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP, IFRS or Statutory Accounting Methods, as the case may be. Section 1.4 Rounding . Any financial ratios required to be maintained 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 or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). Section 1.5 References to Agreement and Laws . Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including, without limitation, Anti-Corruption Laws, Anti-Money Laundering Laws, the Bankruptcy Code, the Code, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act, the UCC, the Investment Company Act, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law. Section 1.6 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). Section 1.7 Letter of Credit Amounts . Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit). Section 1.8 Guarantees/Earn-Outs . Unless otherwise specified, (a) the amount of any Guarantee shall be the lesser of the amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee and (b) the amount of any earn-out or similar obligation shall be the amount of such obligation as reflected on the balance sheet of such Person in accordance with GAAP. 27 19072516 Section 1.9 Covenant Compliance Generally . For purposes of determining compliance under Sections 8.1 , 8.2 , and 8.4 , any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections 8.1 and 8.2, with respect to any amount of Indebtedness in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness may be incurred at any time under such Sections. Section 1.10 Rates . The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.8(c) , will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, 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 calculation of any such rate (or component thereof) provided by any such information source or service. Section 1.11 Divisions . For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. ARTICLE II REVOLVING CREDIT FACILITY Section 2.1 Revolving Credit Loans . Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3 ; provided , that (a) the Credit Outstandings shall not exceed the Commitment and (b) the Credit Exposure of any Lender shall not at any time exceed such Lender’s Commitment. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested 28 19072516 on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Maturity Date. Section 2.2 Swingline Loans . (a) Availability . Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date; provided , that (i) after giving effect to any amount requested, the Credit Outstandings shall not exceed the Commitment and (ii) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment. (b) Refunding . (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice to the Administrative Agent given no later than 11 :00 a.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Loan. (ii) The Borrower shall pay to the Swingline Lender on demand, and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Sw…

Document text

EX-10.1 · pri-ex10_1.htm

EX-10.1
 2
 pri-ex10_1.htm
 EX-10.1

 EXHIBIT 10.1
 Execution Version

 Published CUSIP Number: 74166EAE4
 Revolving Credit CUSIP Number: 74166EAF1
  
  
  
  
  
 $200,000,000
  
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 2, 20 26,
  
 by and among
  
 PRIMERICA, Inc.,
 as Borrower,
  
 the Lenders referred to herein,
as Lenders,
  
 and
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
Swingline Lender and Issuing Lender
  
  
  
 WELLS FARGO SECURITIES, LLC
as Sole Lead Arranger and Sole Bookrunner
  
  
  
  
  

 19072516

 Table of Contents
 Page

 ARTICLE I

 DEFINITIONS

 Section 1.1

 Definitions

 1

 Section 1.2

 Other Definitions and Provisions

 26

 Section 1.3

 Accounting Terms

 26

 Section 1.4

 Rounding

 27

 Section 1.5

 References to Agreement and Laws

 27

 Section 1.6

 Times of Day

 27

 Section 1.7

 Letter of Credit Amounts

 27

 Section 1.8

 Guarantees/Earn-Outs

 27

 Section 1.9

 Covenant Compliance Generally

 28

 Section 1.10

 Rates

 28

 Section 1.11

 Divisions

 28

 ARTICLE II

 REVOLVING CREDIT FACILITY

 Section 2.1

 Revolving Credit Loans

 28

 Section 2.2

 Swingline Loans

 29

 Section 2.3

 Procedure for Advances of Revolving Credit Loans and Swingline Loans

 30

 Section 2.4

 Repayment and Prepayment of Revolving Credit and Swingline Loans

 31

 Section 2.5

 Permanent Reduction of the Commitment

 32

 Section 2.6

 Termination of Revolving Credit Facility

 32

 ARTICLE III

 LETTER OF CREDIT FACILITY

 Section 3.1

 L/C Facility

 32

 Section 3.2

 Procedure for Issuance of Letters of Credit

 33

 Section 3.3

 Commissions and Other Charges

 34

 Section 3.4

 L/C Participations

 34

 Section 3.5

 Reimbursement Obligation of the Borrower

 35

 Section 3.6

 Obligations Absolute

 36

 Section 3.7

 Effect of Letter of Credit Application

 36

 ARTICLE IV

 GENERAL LOAN PROVISIONS

 Section 4.1

 Interest

 36

 Section 4.2

 Notice and Manner of Conversion or Continuation of Loans

 37

 Section 4.3

 Fees

 38

 Section 4.4

 Manner of Payment

 38

 Section 4.5

 Evidence of Indebtedness

 39

 Section 4.6

 Sharing of Payments by Lenders

 39

 Section 4.7

 Administrative Agent&#x2019;s Clawback

 40

 Section 4.8

 Changed Circumstances

 41

 Section 4.9

 Indemnity

 43

 i
  
 19072516

 Table of Contents
 (continued)
 Page

 Section 4.10

 Increased Costs

 44

 Section 4.11

 Taxes

 45

 Section 4.12

 Mitigation Obligations; Replacement of Lenders

 48

 Section 4.13

 Increase in Commitments

 49

 Section 4.14

 Cash Collateral

 50

 Section 4.15

 Defaulting Lenders

 51

 Section 4.16

 Extension of Maturity Date

 53

 ARTICLE V

 CONDITIONS OF CLOSING AND BORROWING

 Section 5.1

 Conditions to Closing and Initial Extensions of Credit

 54

 Section 5.2

 Conditions to All Extensions of Credit

 56

 ARTICLE VI

 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

 Section 6.1

 Organization; Power; Qualification

 57

 Section 6.2

 Ownership

 57

 Section 6.3

 Authorization; Enforceability

 57

 Section 6.4

 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc

 57

 Section 6.5

 Compliance with Law; Governmental Approvals

 58

 Section 6.6

 Tax Returns and Payments

 58

 Section 6.7

 Environmental Matters

 58

 Section 6.8

 Employee Benefit Matters

 59

 Section 6.9

 Margin Stock

 60

 Section 6.10

 Government Regulation

 60

 Section 6.11

 Financial Statements

 60

 Section 6.12

 No Material Adverse Change

 61

 Section 6.13

 Litigation

 61

 Section 6.14

 Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions and Outbound Investment Rules

 61

 Section 6.15

 Absence of Defaults

 62

 Section 6.16

 Disclosure

 62

 Section 6.17

 Insurance

 62

 ARTICLE VII

 AFFIRMATIVE COVENANTS

 Section 7.1

 Financial Statements

 62

 Section 7.2

 Certificates; Other Reports

 63

 Section 7.3

 Notice of Litigation and Other Matters

 65

 Section 7.4

 Preservation of Corporate Existence and Related Matters

 65

 Section 7.5

 Maintenance of Property and Licenses

 66

 Section 7.6

 Insurance

 66

 Section 7.7

 Accounting Methods and Financial Records

 66

 Section 7.8

 Payment of Taxes and Other Obligations

 66

 Section 7.9

 Compliance with Laws and Approvals

 66

 ii
  
 19072516

 Table of Contents
 (continued)
 Page

 Section 7.10

 Environmental Laws

 66

 Section 7.11

 Compliance with ERISA

 66

 Section 7.12

 Visits and Inspections

 67

 Section 7.13

 Use of Proceeds

 67

 Section 7.14

 Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.

 67

 Section 7.15

 Right to Equal and Ratable Security.

 68

 ARTICLE VIII

 NEGATIVE COVENANTS

 Section 8.1

 Subsidiary Indebtedness

 68

 Section 8.2

 Liens

 69

 Section 8.3

 Fundamental Changes

 71

 Section 8.4

 Restricted Payments

 71

 Section 8.5

 Transactions with Affiliates

 71

 Section 8.6

 Accounting Changes

 72

 Section 8.7

 Nature of Business

 72

 Section 8.8

 Financial Covenants

 72

 Section 8.9

 Limitations Regarding Outbound Investment Rules

 72

 ARTICLE IX

 DEFAULT AND REMEDIES

 Section 9.1

 Events of Default

 73

 Section 9.2

 Remedies

 74

 Section 9.3

 Rights and Remedies Cumulative; Non-Waiver; etc

 75

 Section 9.4

 Crediting of Payments and Proceeds

 76

 Section 9.5

 Administrative Agent May File Proofs of Claim

 76

 ARTICLE X

 THE ADMINISTRATIVE AGENT

 Section 10.1

 Appointment and Authority

 77

 Section 10.2

 Rights as a Lender

 77

 Section 10.3

 Exculpatory Provisions

 77

 Section 10.4

 Reliance by the Administrative Agent

 78

 Section 10.5

 Delegation of Duties

 79

 Section 10.6

 Resignation of Administrative Agent

 79

 Section 10.7

 Non-Reliance on Administrative Agent and Other Lenders

 80

 Section 10.8

 No Other Duties, Etc

 81

 Section 10.9

 Lender ERISA Representations

 81

 Section 10.10

 Erroneous Payments

 82

 ARTICLE XI

 MISCELLANEOUS

 Section 11.1

 Notices

 84

 iii
  
 19072516

 Table of Contents
 (continued)
 Page

 Section 11.2

 Amendments, Waivers and Consents

 86

 Section 11.3

 Expenses; Indemnity

 88

 Section 11.4

 Right of Setoff

 90

 Section 11.5

 Governing Law; Jurisdiction, Etc

 91

 Section 11.6

 Waiver of Jury Trial

 91

 Section 11.7

 Reversal of Payments

 92

 Section 11.8

 Injunctive Relief

 92

 Section 11.9

 Successors and Assigns; Participations

 92

 Section 11.10

 Treatment of Certain Information; Confidentiality

 96

 Section 11.11

 Performance of Duties

 97

 Section 11.12

 All Powers Coupled with Interest

 97

 Section 11.13

 Survival

 97

 Section 11.14

 Titles and Captions

 97

 Section 11.15

 Severability of Provisions

 97

 Section 11.16

 Counterparts; Integration; Effectiveness; Electronic Execution

 97

 Section 11.17

 Term of Agreement

 98

 Section 11.18

 USA PATRIOT Act; Anti-Money Laundering Laws

 98

 Section 11.19

 Independent Effect of Covenants

 99

 Section 11.20

 No Advisory or Fiduciary Responsibility

 99

 Section 11.21

 Inconsistencies with Other Documents

 100

 Section 11.22

 Acknowledgement and Consent to Bail-In of Affected Financial Institutions

 100

 Section 11.23

 Acknowledgment Regarding Any Supported QFCs

 100

 Section 11.24

 Amendment and Restatement; No Novation

 101

 EXHIBITS

 Exhibit A-1

 -

 Form of Revolving Credit Note

 Exhibit A-2

 -

 Form of Swingline Note

 Exhibit B

 -

 Form of Notice of Borrowing

 Exhibit C

 -

 Form of Notice of Account Designation

 Exhibit D

 -

 Form of Notice of Conversion/Continuation

 Exhibit E

 -

 Form of Compliance Certificate

 Exhibit F

 -

 Form of Assignment and Assumption

 Exhibit G-1

 -

 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)

 Exhibit G-2

 -

 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)

 Exhibit G-3

 -

 Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)

 Exhibit G-4

 -

 Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

 iv
  
 19072516

 Table of Contents
 (continued)
  

  

 SCHEDULES

 Schedule 1.1(a)

 -

 Commitments and Commitment Percentages

 Schedule 6.2

 -

 Subsidiaries and Capitalization

 Schedule 6.11

 -

 Non-GAAP Material Liabilities

 Schedule 8.1

 -

 Existing Indebtedness

 Schedule 8.2

 -

 Existing Liens

 Schedule 8.5

 -

 Transactions with Affiliates

  

 ii
  
 19072516

  

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 2, 2026, by and among PRIMERICA, Inc. , a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
 STATEMENT OF PURPOSE
 WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of June 22, 2021 (as amended prior to the date hereof, the &#x201c; Existing Credit Agreement &#x201d;) and the Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower.
 WHEREAS, the Borrower, the Lenders and the Administrative Agent have agreed to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein, it being the intention of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Borrower thereunder, which shall be payable in accordance with the terms hereof.
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:
 ARTICLE I
 DEFINITIONS
 Section 1.1 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below:
 &#x201c; Additional Commitment Lender &#x201d; has the meaning assigned thereto in Section 4.16(d) .
 &#x201c; Administrative Agent &#x201d; means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.6 .
 &#x201c; Administrative Agent&#x2019;s Office &#x201d; means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.1(c) .
 &#x201c; Administrative Questionnaire &#x201d; means an administrative questionnaire in a form supplied by the Administrative Agent.
 &#x201c; Affected Financial Institution &#x201d; means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 &#x201c; Affiliate &#x201d; means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
 &#x201c; Agent Parties &#x201d; has the meaning assigned thereto in Section 11.1(e) .

 19072516

  

 &#x201c; Agreement &#x201d; means this Credit Agreement.
 &#x201c; Annual Statement &#x201d; means, with respect to any Insurance Subsidiary, the statutory annual financial statement of such Insurance Subsidiary as is required to be filed with the applicable Insurance Regulatory Authority of its jurisdiction of domicile, and in accordance with the laws of such jurisdiction, together with all exhibits and schedules filed therewith.
 &#x201c; Anti-Corruption Laws &#x201d; means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.
 &#x201c; Anti-Money Laundering Laws &#x201d; means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to the Borrower, its Subsidiaries or Affiliates related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the &#x201c;Bank Secrecy Act,&#x201d; 31 U.S.C. §§ 5311-5330 and 12U.S.C . §§ 1818(s) , 1820(b) and 1951-1959).
 &#x201c; Applicable Law &#x201d; means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.
 &#x201c; Applicable Margin &#x201d; means the corresponding percentages per annum as set forth below based on the Debt Rating:

 Pricing Level

 Debt Rating

 Commitment Fee

 Applicable Margin for SOFR Loans and Letter of Credit Fees

 Applicable Margin for Base Rate Loans

 I

 &#x2265; A/A2

 0.08%

 1.00%

 0.00%

 II

 A-/A3

 0.10%

 1.125%

 0.125%

 III

 BBB+/Baa1

 0.125%

 1.25%

 0.25%

 IV

 BBB/Baa2

 0.175%

 1.375%

 0.375%

 V

 &#x2264; BBB-/Baa3

 0.225%

 1.625%

 0.625%

  
 If at any time the Borrower is split-rated and the Debt Ratings differential is one level, the higher Debt Rating will apply and if the Debt Ratings differential is two levels or more, the Pricing Level one level lower than the higher Debt Rating will apply. If at any time the Borrower does not have a Debt Rating from at least one of S&P or Moody&#x2019;s, the applicable Pricing Level for such Borrower shall be set at Pricing Level V.
 &#x201c; Approved Fund &#x201d; 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.
 &#x201c; Asset Disposition &#x201d; means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests) by the Borrower or any Material Subsidiary thereof.

 2
  
 19072516

  

 &#x201c; Assignment and Assumption &#x201d; 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 11.9 ), and accepted by the Administrative Agent, in substantially the form attached as Exhibit F .
 &#x201c; Attributable Indebtedness &#x201d; means, on any date of determination, (a) in respect of any Capital Lease Obligation 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, the capitalized amount or principal 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 Capital Lease Obligation.
 &#x201c; Audited Financial Statements &#x201d; 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, stockholders&#x2019; equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
 &#x201c; Available Tenor &#x201d; means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of &#x201c;Interest Period&#x201d; pursuant to Section 4.8(c)(iv) .
 &#x201c; Bail-In Action &#x201d; 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.
 &#x201c; Bail-In Legislation &#x201d; means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirements 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).
 &#x201c; Bankruptcy Code &#x201d; means 11 U.S.C. §§ 101 et seq .
 &#x201c; Base Rate &#x201d; means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.0%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable ( provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than the Floor.
 &#x201c; Base Rate Loan &#x201d; means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a) .
 &#x201c; Benchmark &#x201d; means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current

 3
  
 19072516

  

 Benchmark, then &#x201c;Benchmark&#x201d; means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.8(c)(i) .
 &#x201c; Benchmark Replacement &#x201d; means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
 &#x201c; Benchmark Replacement Adjustment &#x201d; means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.
 &#x201c; Benchmark Replacement Date &#x201d; means the earliest to occur of the following events with respect to the then-current Benchmark:
 (a)	in the case of clause (a) or (b) of the definition of &#x201c;Benchmark Transition Event,&#x201d; the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
 (b)	in the case of clause (c) of the definition of &#x201c;Benchmark Transition Event,&#x201d; the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance of doubt, the &#x201c;Benchmark Replacement Date&#x201d; will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 &#x201c; Benchmark Transition Event &#x201d; means the occurrence of one or more of the following events with respect to the then-current Benchmark:
 (a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such

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 component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
 (b)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
 (c)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof)announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
 For the avoidance of doubt, a &#x201c;Benchmark Transition Event&#x201d; will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 &#x201c; Benchmark Transition Start Date &#x201d; means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
 &#x201c; Benchmark Unavailability Period &#x201d; means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.8(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.8(c)(i) .
 &#x201c; Beneficial Ownership Certification &#x201d; means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
 &#x201c; Beneficial Ownership Regulation &#x201d; means 31 CFR § 1010.230.
 &#x201c; Benefit Plan &#x201d; means any of (a) an &#x201c;employee benefit plan&#x201d; (as defined in ERISA) that is subject to Title I of ERISA, (b) a &#x201c;plan&#x201d; as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such &#x201c;employee benefit plan&#x201d; or &#x201c;plan&#x201d;.
 &#x201c; Borrower &#x201d; means Primerica, Inc., a Delaware corporation.

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 &#x201c; Borrower Benefit Plan &#x201d; means (i) any &#x201c;employee benefit plan&#x201d; (as defined in Section 3(3) of ERISA) that is maintained or contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any ERISA Affiliate and (ii) any Pension Plan.
 &#x201c; Borrower Materials &#x201d; has the meaning assigned thereto in Section 7.2 .
 &#x201c; Business Day &#x201d; means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York, are open for the conduct of their commercial banking business.
 &#x201c; Capital Lease Obligations &#x201d; of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
 &#x201c; Cash Collateral &#x201d; shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
 &#x201c; Cash Collateralize &#x201d; means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of the Issuing Lender, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Swingline Lender, as applicable.
 &#x201c; Change in Control &#x201d; means an even t or series of events by which (i) any &#x201c;person&#x201d; or &#x201c;group&#x201d; (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the &#x201c;beneficial owner&#x201d; (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a &#x201c;person&#x201d; or &#x201c;group&#x201d; shall be deemed to have &#x201c;beneficial ownership&#x201d; of all Equity Interests that such &#x201c;person&#x201d; or &#x201c;group&#x201d; has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an &#x201c;option right&#x201d;)), directly or indirectly, of more than 35% of the Equity Interests of the Borrower entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Borrower or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Borrower shall not constitute Continuing Directors.
 &#x201c; Change in Law &#x201d; 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 &#x201c;Change in Law&#x201d;, regardless of the date enacted, adopted, implemented or issued.

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 &#x201c; Class &#x201d; means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan or Swingline Loan.
 &#x201c; Closing Date &#x201d; means the date of this Agreement.
 &#x201c; Code &#x201d; means the Internal Revenue Code of 1986 , and the rules and regulations promulgated thereunder.
 &#x201c; Commitment &#x201d; means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender&#x2019;s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 4.13 ) and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 4.13 ) . The aggregate Commitment of all the Lenders on the Closing Date shall be $200,000,000. The Commitment of each Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(a) .
 &#x201c; Commitment Fee &#x201d; has the meaning assigned thereto in Section 4.3(a) .
 &#x201c; Commitment Percentage &#x201d; means, with respect to any Lender at any time, the percentage of the total Commitments of all the Lenders represented by such Lender&#x2019;s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. The Commitment Percentage of each Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(a) .
 &#x201c; Compliance Certificate &#x201d; means a certificate of the chief financial officer, the treasurer or the controller of the Borrower substantially in the form attached as Exhibit E .
 &#x201c; Conforming Changes &#x201d; means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of &#x201c;Base Rate,&#x201d; the definition of &#x201c;Business Day,&#x201d; the definition of &#x201c;U.S. Government Securities Business Day,&#x201d; the definition of &#x201c;Interest Period&#x201d; or any similar or analogous definition (or the addition of a concept of &#x201c;interest period&#x201d;), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.9 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 &#x201c; Connection Income Taxes &#x201d; means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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 &#x201c; Consolidated &#x201d; means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.
 &#x201c; Consolidated Indebtedness &#x201d; means, at any time, the aggregate (without duplication) of all Indebtedness of the Borrower and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP, but excluding (i) lease obligations accounted for as operating leases in accordance with FASB ASC 842 (ii) reimbursement obligations of the Borrower or its Subsidiaries with respect to letters of credit that have been collateralized in full and/or reimbursement obligations for letters of credit (to the extent undrawn), (iii) obligations of the Borrower or its Subsidiaries under any Hybrid Equity Securities to the extent that the aggregate book value of such Hybrid Equity Securities does not exceed 15% of Total Capitalization, (iv) to the extent constituting Indebtedness, any payables under Reinsurance Agreements, (v) obligations of the Borrower or any Subsidiary incurred in the ordinary course of business (A) to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities (or other property) or (B) to return collateral consisting of securities arising out of or in connection with the loan by the Borrower or its Subsidiaries of securities owned or held by the Borrower or its Subsidiaries, (vi) the obligations of the Borrower or any Subsidiary under securities lending arrangements incurred in the ordinary course of business, (vii) the following obligations issued or undertaken in connection with a Statutory Reserve Financing to the extent either S&P or Moody&#x2019;s (or both) does not treat indebtedness under such Statutory Reserve Financing arrangements as indebtedness: (A) Surplus Debentures or Notes or other obligations of any Special Purpose Subsidiary of the Borrower (&#x201c; Reserve Financing Notes &#x201d;), or (B) any securities backed by such Reserve Financing Notes by an entity formed in connection with a Statutory Reserve Financing, (viii) earn-outs or similar obligations except to the extent reflected on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP and (ix) any Guarantees of the Indebtedness described in the foregoing clauses (i) through (viii), provided that with respect to Guarantees of Indebtedness described in clause (vii) only, there will be no recourse, directly or indirectly, to the Person providing such Guarantee for the principal of such Indebtedness.
 &#x201c; Consolidated Net Income &#x201d; means, for any period, net income (or loss) for the Borrower and its Subsidiaries for such period and as reflected on the consolidated financial statements of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.
 &#x201c; Consolidated Net Worth &#x201d; means, on any date, the amount reported by the Borrower, determined in accordance with GAAP on a Consolidated basis, as &#x201c;Total Stockholders&#x2019; Equity&#x201d; on its Form 10-K or Form 10-Q, but excluding (a) all amounts in respect of unrealized gains or losses recorded pursuant to ASC 320, (b) any Disqualified Equity Interests, and (c) the difference in future policy benefits calculated using the current discount rate and future policy benefits calculated using the locked-in discount rate at contract issuance recognized in accumulated other comprehensive income pursuant to ASC 944-40-35-6A(b), in each case as determined in accordance with GAAP.
 &#x201c; Consolidated Total Assets &#x201d; means, at any time, the total assets of the Borrower and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.
 &#x201c; Continuing Directors &#x201d; means the directors (or equivalent governing body) of the Borrower on the Closing Date and each other director (or equivalent) of the Borrower, if, in each case, such other Person&#x2019;s election or nomination to the board of directors (or equivalent governing body) of the Borrower is approved by at least a majority of the then Continuing Directors.
 &#x201c; Control &#x201d; 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. &#x201c; Controlling &#x201d; and &#x201c; Controlled &#x201d; have meanings correlative thereto.

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 &#x201c; Core Subsidiary &#x201d; means each of Primerica Life Insurance Company, PFS Investments Inc., Primerica Life Insurance Company of Canada, and PFSL Investments Canada Ltd., and any other Subsidiary of the Borrower as mutually agreed by the Administrative Agent and the Borrower.
 &#x201c; Covered Party &#x201d; has the meaning assigned thereto in Section 11.23(a) .
 &#x201c; Credit Exposure &#x201d; means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender&#x2019;s participation in L/C Obligations and Swingline Loans at such time.
 &#x201c; Credit Facility &#x201d; means, collectively, the Revolving Credit Facility, the Swingline Facility and the L/C Facility.
 &#x201c; Credit Outstandings &#x201d; means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements 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.
 &#x201c; Debt Rating &#x201d; means, as of any date of determination, the rating as determined by any of S&P or Moody&#x2019;s of the Borrower&#x2019;s senior unsecured non-credit enhanced long-term indebtedness.
 &#x201c; Debtor Relief Laws &#x201d; means the Bankruptcy Code of the United States of America, 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.
 &#x201c; Default &#x201d; means any of the events specified in Section 9.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.
 &#x201c; Defaulting Lender &#x201d; means, subject to Section 4.15(b) , any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans required to be funded by it hereunder within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender&#x2019;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 Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Issuing Lender or the Swingline 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&#x2019;s obligation to fund a Loan hereunder and states that such position is based on such Lender&#x2019;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

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 Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.15(b) ) upon delivery of written notice of such determination to the Borrower, the Issuing Lender, the Swingline Lender and each Lender.
 &#x201c; Designated Subsidiary &#x201d; means any of the Borrower&#x2019;s Subsidiaries, the consolidated total assets of which represent at least 15% of the Borrower&#x2019;s total consolidated assets computed in accordance with GAAP.
 &#x201c; Disqualified Equity Interests &#x201d; means any Equity Interests which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), is mandatorily redeemable on or prior to the date that is one hundred-eighty (180) days following the date referred to in clause (a) of the definition of Maturity Date.
 &#x201c; Dollars &#x201d; or &#x201c; $ &#x201d; means, unless otherwise qualified, dollars in lawful currency of the United States.
 &#x201c; EEA Financial Institution &#x201d; 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.
 &#x201c; EEA Member Country &#x201d; means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 &#x201c; EEA Resolution Authority &#x201d; 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 credit institution or investment firm established in any EEA Member Country.
 &#x201c; Electronic Record &#x201d; has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.
 &#x201c; Electronic Signature &#x201d; has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.
 &#x201c; Eligible Assignee &#x201d; means any Person that meets the requirements to be an assignee under Section 11.9(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 11.9(b)(iii) ).

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 &#x201c; Employee Benefit Plan &#x201d; means any of (a) an &#x201c;employee benefit plan&#x201d; (as defined in ERISA) that is subject to Title I of ERISA, (b) a &#x201c;plan&#x201d; as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such &#x201c;employee benefit plan&#x201d; or &#x201c;plan&#x201d;.
 &#x201c; Environmental Claims &#x201d; means any and all administrative, regulatory or judicial actions, suits, written notices of noncompliance or violation, investigations by any Governmental Authority (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law by Borrower or any Subsidiary, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from exposure to, or the release or threatened release of any Hazardous Materials.
 &#x201c; Environmental Laws &#x201d; means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, rules, and regulations, permits, licenses, approvals, and orders of Governmental Authorities, relating to the protection of public health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.
 &#x201c; Equity Interests &#x201d; means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing.
 &#x201c; ERISA &#x201d; means the Employee Retirement Income Security Act of 1974 , and the rules and regulations thereunder.
 &#x201c; ERISA Affiliate &#x201d; means any Person who together with the Borrower or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and for the purpose of Section 302 of ERISA and/or Section 412 and/or each &#x201c;applicable section&#x201d; under Section 414(t)(2) of the Code, within the meaning of Section 414(b), (c), (m) or (o) of the Code).
 &#x201c; Erroneous Payment &#x201d; has the meaning assigned thereto in Section 10.10(a) .
 &#x201c; Erroneous Payment Deficiency Assignment &#x201d; has the meaning assigned thereto in Section 10.10(d) .
 &#x201c; Erroneous Payment Impacted Class &#x201d; has the meaning assigned thereto in Section 10.10(d) .
 &#x201c; Erroneous Payment Return Deficiency &#x201d; has the meaning assigned thereto in Section 10.10(d) .
 &#x201c; EU Bail-In Legislation Schedule &#x201d; means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor thereto), as in effect from time to time.
 &#x201c; Event of Default &#x201d; means any of the events specified in Section 9.1 ; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

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 &#x201c; Exchange Act &#x201d; means the Securities Exchange Act of 1934 (15 U.S.C. § 77 et seq .).
 &#x201c; Excluded Taxes &#x201d; means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.12(b) ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 4.11 , amounts with respect to such Taxes were payable either to such Lender&#x2019;s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient&#x2019;s failure to comply with Section 4.11(g) and (d) any United States federal withholding Taxes imposed under FATCA.
 &#x201c; Existing Credit Agreement &#x201d; has the meaning assigned thereto in the Statement of Purpose.
 &#x201c; Existing Maturity Date &#x201d; has the meaning assigned thereto in Section 4.16(a) .
 &#x201c; Extension Date &#x201d; has the meaning assigned thereto in Section 4.16(a) .
 &#x201c; Extensions of Credit &#x201d; means (a) any borrowing of Loans or (b) any issuance of a Letter of Credit.
 &#x201c; FASB ASC &#x201d; means the Accounting Standards Codification of the Financial Accounting Standards Board.
 &#x201c; FASB ASU &#x201d; means the Accounting Standards Updates of the Financial Accounting Standards Board.
 &#x201c; FATCA &#x201d; means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
 &#x201c; FDIC &#x201d; means the Federal Deposit Insurance Corporation.
 &#x201c; Federal Funds Rate &#x201d; means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 &#x201c; Fee Letter &#x201d; means the separate fee letter agreement dated May 4, 2026 among the Borrower, Wells Fargo and Wells Fargo Securities, LLC.

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 &#x201c; Fiscal Year &#x201d; means the fiscal year of the Borrower ending on December 31.
 &#x201c; Floor &#x201d; means 0.00% per annum.
 &#x201c; Foreign Lender &#x201d; 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.
 &#x201c; FRB &#x201d; means the Board of Governors of the Federal Reserve System of the United States.
 &#x201c; Fronting Exposure &#x201d; means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender&#x2019;s Commitment Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by the Issuing Lender, other than such L/C Obligations as to which such Defaulting Lender&#x2019;s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender&#x2019;s Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender&#x2019;s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
 &#x201c; Fund &#x201d; 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.
 &#x201c; GAAP &#x201d; means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
 &#x201c; Governmental Approvals &#x201d; means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities.
 &#x201c; Governmental Authority &#x201d; 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).
 &#x201c; Guarantee &#x201d; of or by any Person (the &#x201c; guarantor &#x201d;) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the &#x201c; primary obligor &#x201d;) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming 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 (whether in whole or in part).

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 &#x201c; Hazardous Materials &#x201d; means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed by a Governmental Authority to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.
 &#x201c; Hedge Agreement &#x201d; 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.
 &#x201c; Hedge Termination Value &#x201d; means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements 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 Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).
 &#x201c; Hybrid Equity Securities &#x201d; means any hybrid preferred securities consisting of trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities that are shown on the consolidated financial statements of the Borrower as liabilities (i) to the extent treated as equity by Standard & Poor&#x2019;s, and (ii) that, by its terms (or by the terms of any security into which it is convertible for or which it is exchangeable) or upon the happening of any event or otherwise, does not mature or is not mandatorily redeemable or is not subject to any mandatory repurchase requirement, at any time on or prior to the date which is six months after the Maturity Date.
 &#x201c; IFRS &#x201d; means the International Financial Reporting Standards as issued by the International Accounting Standards Board, which are in effect from time to time.
 &#x201c; Increase Effective Date &#x201d; has the meaning assigned thereto in Section 4.13(d) .
 &#x201c; Indebtedness &#x201d; means, with respect to any Person at any date and without duplication, the sum of the following:

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 (a)	all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;
 (b)	all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all payment obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more than 120 days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;
 (c)	the Attributable Indebtedness of such Person with respect to such Person&#x2019;s Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);
 (d)	all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);
 (e)	all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
 (f)	all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any Reimbursement Obligation, and banker&#x2019;s acceptances issued for the account of any such Person;
 (g)	Disqualified Equity Interests;
 (h)	all net obligations of such Person under any Hedge Agreements; and
 (i)	all Guarantees of any such Person with respect to any of the foregoing types of obligations.
 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. In respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the amount of such Indebtedness as of any date of determination will be the lesser of (x) the fair market value of such assets as of such date and (y) the amount of such Indebtedness as of such date.
 The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.
 Notwithstanding the foregoing, the term &#x201c;Indebtedness&#x201d; shall exclude (i) obligations under any operating lease of property that is not capitalized on the balance sheet of such Person and (ii) obligations of the Borrower or any Subsidiary incurred in the ordinary course of business with respect to retained assets of beneficiaries, advance premiums or deposits of customers, separate account liabilities, sales force independent contractor monies withheld or collected, and liabilities for unclaimed property.

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 &#x201c; Indemnified Taxes &#x201d; means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 &#x201c; Indemnitee &#x201d; has the meaning assigned thereto in Section 11.3(b) .
 &#x201c; Information &#x201d; has the meaning assigned thereto in Section 11.10 .
 &#x201c; Insurance Regulatory Authority &#x201d; means, with respect to any Insurance Subsidiary, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies in its jurisdiction of domicile and, to the extent that it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed to conduct business.
 &#x201c; Insurance Subsidiary &#x201d; means a Subsidiary the ability of which to pay dividends is regulated by an Insurance Regulatory Authority or that is otherwise required thereby to be regulated with the Applicable Law of its jurisdiction of domicile.
 &#x201c; Interest Period &#x201d; means, as to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that:
 (a)	the Interest Period shall commence on the date of advance of or conversion to any SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;
 (b)	if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;
 (c)	any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;
 (d)	no Interest Period shall extend beyond the Maturity Date;
 (e)	there shall be no more than ten (10) Interest Periods in effect at any time; and
 (f)	no tenor that has been removed from this definition pursuant to Section 4.8(c)(iv) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.
 &#x201c; Investment Company Act &#x201d; means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1) , et seq .).
 &#x201c; IRS &#x201d; means the United States Internal Revenue Service.
 &#x201c; ISP98 &#x201d; means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590 .

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 &#x201c; Issuing Lender &#x201d; means Wells Fargo.
 &#x201c; L/C Commitment &#x201d; means the lesser of (i) $50,000,000 and (ii) the aggregate Commitments, provided that such amount may be changed after the Closing Date in a written agreement between the Borrower and the Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution).
 &#x201c; L/C Facility &#x201d; means the letter of credit facility established pursuant to Article III .
 &#x201c; L/C Obligations &#x201d; means the aggregate Obligations of the Borrower in respect of Letters of Credit equal to, at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5 .
 &#x201c; L/C Participants &#x201d; means, with respect to any Letter of Credit, the collective reference to all the Lenders other than the Issuing Lender.
 &#x201c; Lead Arranger &#x201d; means Wells Fargo Securities, LLC in its capacity as sole lead arranger and sole bookrunner.
 &#x201c; Lender &#x201d; means each Person executing this Agreement as a Lender on the Closing Date and any other Person that becomes a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 4.13 , other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term &#x201c;Lenders&#x201d; includes the Swingline Lender.
 &#x201c; Lender Joinder Agreement &#x201d; means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and Borrower delivered in connection with Section 4.13 .
 &#x201c; Lending Office &#x201d; means, with respect to any Lender, the office of such Lender maintaining such Lender&#x2019;s Extensions of Credit.
 &#x201c; Letter of Credit Application &#x201d; means an application requesting the Issuing Lender to issue a Letter of Credit and a reimbursement agreement, in each case in the form specified by the Issuing Lender from time to time.
 &#x201c; Letters of Credit &#x201d; means the collective reference to letters of credit issued pursuant to Section 3.1 .
 &#x201c; Lien &#x201d; means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement relating to such asset. For the avoidance of doubt, the term Lien shall not include any obligation of the Borrower or its Subsidiaries incurred in the ordinary course of business to return any asset, deposit, or premium to any beneficiary, agent or customer in the ordinary course of business.
 &#x201c; Loan Documents &#x201d; means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Fee Letter, and each other document, instrument, certificate and agreement executed and delivered by the Borrower or any of its Subsidiaries in favor of or provided to the Administrative Agent or any Lender.

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 &#x201c; Loans &#x201d; means the collective reference to the Revolving Credit Loans and the Swingline Loans, and &#x201c;Loan&#x201d; means any of such Loans.
 &#x201c; Material Adverse Effect &#x201d; means, with respect to the Borrower and its Subsidiaries, a material adverse change in, or a material adverse effect on, (a) the business, assets, liabilities, results of operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its obligations under the Loan Documents, (c) the rights and remedies of the Administrative Agent or any Lender under any Loan Document or (d) the legality, validity, binding effect or enforceability against the Borrower of any Loan Document.
 &#x201c; Material Insurance Subsidiary &#x201d; means, at any time, an Insurance Subsidiary that has statutory assets in excess of 10% of the aggregate statutory assets of all Insurance Subsidiaries measured as of the last day of the most recently ended fiscal quarter for which the applicable Quarterly Statements and Annual Statements have been delivered pursuant to Section 7.1(c) .
 &#x201c; Material Subsidiary &#x201d; means at all times, (i) any Core Subsidiary, (ii) any Material Insurance Subsidiary, (iii) any Subsidiary of the Borrower that meets any of the following tests: (a) whose assets (excluding intercompany accounts) are in excess of ten percent (10%) of the Consolidated Total Assets of the Borrower and its Subsidiaries, measured as of the last day of the most recently ended fiscal quarter or fiscal year for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.1 or (b) whose net income (calculated in a manner consistent with the public filings of the Borrower) is in excess of ten percent (10%) of Consolidated Net Income, measured for the four (4) consecutive fiscal quarter period most recently ended for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.1 and (iv) any Subsidiary that owns, directly or indirectly, any Subsidiary identified in clauses (ii) and (iii) above.
 &#x201c; Maturity Date &#x201d; means the earliest to occur of (a) the later of (1) June 2, 2031 and (2) if the Maturity Date is extended pursuant to Section 4.16 as to any Lender, such extended maturity date as determ ined pursuant to such Section, (b) the date of termination of the entire Commitment by the Borrower pursuant to Section 2.5 , and (c) the date of termination of the Commitment pursuant to Section 9.2(a) ; provided , however, that in each case if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
 &#x201c; Minimum Collateral Amount &#x201d; means, at any time, (i) with respect to Cash Collateral provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to the Fronting Exposure of the Issuing Lender at such time, (ii) with respect to Cash Collateral provided in accordance with Section 2.4(b) , the amount required by such Section, and (iii) with respect to Cash Collateral provided in accordance with Section 4.14(i) or Section 9.2(b) , an amount equal to 103% of the aggregate L/C Obligations.
 &#x201c; Moody&#x2019;s &#x201d; means Moody&#x2019;s Investors Service, Inc. and any successors thereto.
 &#x201c; Multiemployer Plan &#x201d; means a &#x201c;multiemployer plan&#x201d; as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or is accruing an obligation to make contributions, or to which the Borrower or any ERISA Affiliate has accrued an obligation to make contributions within the preceding five (5) years.
 &#x201c; Non-Consenting Lender &#x201d; means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.2 and (b) has been approved by the Required Lenders.

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 &#x201c; Non-Defaulting Lender &#x201d; means, at any time, each Lender that is not a Defaulting Lender at such time.
 &#x201c; Non-Extending Lender &#x201d; has the meaning assigned thereto in Section 4.16(b) .
 &#x201c; Notes &#x201d; means the collective reference to the Revolving Credit Notes and the Swingline Note.
 &#x201c; Notice Date &#x201d; has the meaning assigned thereto in Section 4.16(b) .
 &#x201c; Notice of Account Designation &#x201d; has the meaning assigned thereto in Section 2.3(b) .
 &#x201c; Notice of Borrowing &#x201d; has the meaning assigned thereto in Section 2.3(a) .
 &#x201c; Notice of Conversion/Continuation &#x201d; has the meaning assigned thereto in Section 4.2 .
 &#x201c; Obligations &#x201d; means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest and fees accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees, expenses, indemnities and other amounts owing by the Borrower to the Lenders, the Issuing Lender or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against the Borrower 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.
 &#x201c; OFAC &#x201d; means the U.S. Department of the Treasury&#x2019;s Office of Foreign Assets Control.
 &#x201c; Other Connection Taxes &#x201d; 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).
 &#x201c; Other Taxes &#x201d; means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.12 ) .
 &#x201c; Outbound Investment Rules &#x201d; means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, Public Law No. 119-60 or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.
 &#x201c; Participant &#x201d; has the meaning assigned thereto in Section 11.9(d) .
 &#x201c; Participant Register &#x201d; has the meaning assigned thereto in Section 11.9(d) .

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 &#x201c; PATRIOT Act &#x201d; means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
 &#x201c; Payment Recipient &#x201d; has the meaning assigned thereto in Section 10.10(a) .
 &#x201c; PBGC &#x201d; means the Pension Benefit Guaranty Corporation or any successor agency.
 &#x201c; Pension Plan &#x201d; means any pension plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained or contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any ERISA Affiliate, and each such plan for the five (5)-year period immediately following the latest date on which the Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.
 &#x201c; Permitted Liens &#x201d; means the Liens permitted pursuant to Section 8.2 .
 &#x201c; Person &#x201d; means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 &#x201c; Platform &#x201d; means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system.
 &#x201c; Prime Rate &#x201d; means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.
 &#x201c; Property &#x201d; means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.
 &#x201c; PTE &#x201d; 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.
 &#x201c; Public Lenders &#x201d; has the meaning assigned thereto in Section 7.2 .
 &#x201c; Quarterly Statement &#x201d; means, with respect to any Insurance Subsidiary, the statutory quarterly financial statement of such Insurance Subsidiary as is required to be filed with the applicable Insurance Regulatory Authority of its jurisdiction of domicile, in accordance with the laws of such jurisdiction, together with all exhibits and schedules filed therewith with all exhibits and schedules filed therewith.
 &#x201c; Recipient &#x201d; means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Lender, as applicable.
 &#x201c; Register &#x201d; has the meaning assigned thereto in Section 11.9(c) .
 &#x201c; Reimbursement Obligation &#x201d; means the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by the Issuing Lender.
 &#x201c; Reinsurance Agreements &#x201d; means any agreement, contract, treaty, policy, certificate or other arrangement whereby any reinsurer agrees to assume from or reinsure an insurer or reinsurer all or part of

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 the liability of such insurer or reinsurer under a policy or policies of insurance issued by such insurer or reinsurer or any hedge or other derivative product intended to achieve the same result.
 &#x201c; Related Parties &#x201d; means, with respect to any Person, such Person&#x2019;s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person&#x2019;s Affiliates.
 &#x201c; Relevant Governmental Body &#x201d; means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto.
 &#x201c; Removal Effective Date &#x201d; has the meaning assigned thereto in Section 10.6(b) .
 &#x201c; Required Lenders &#x201d; means, at any time, Lenders holding outstanding Commitments (or, after the termination of the Commitments, Credit Exposures) representing more than fifty percent (50%) of the aggregate Commitments at such time (or, after the termination of the Commitments, the aggregate at such time of all outstanding Credit Exposures); provided , however , that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Commitment and Credit Exposure shall be excluded for purposes of determining Required Lenders.
 &#x201c; Reserve Financing Notes &#x201d; has the meaning assigned thereto in the definition of Consolidated Indebtedness.
 &#x201c; Resignation Effective Date &#x201d; has the meaning assigned thereto in Section 10.6(a) .
 &#x201c; Resolution Authority &#x201d; means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
 &#x201c; Responsible Officer &#x201d; means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the Borrower and reasonably acceptable to the Administrative Agent; provided that, to the extent requested thereby, the Administrative Agent shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.
 &#x201c; Restricted Payment &#x201d; means any dividend on, or the making of any payment or other distribution on account of, or the purchase, redemption, retirement or other acquisition (directly or indirectly) of, or the setting apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of the Borrower or any Subsidiary thereof, or the making of any distribution of cash, property or assets to the holders of any Equity Interests of the Borrower or any Subsidiary thereof on account of such Equity Interests.
 &#x201c; Revolving Credit Facility &#x201d; means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 4.13 ) .
 &#x201c; Revolving Credit Loan &#x201d; means any revolving loan made to the Borrower pursuant to Section 2.1 , and all such revolving loans collectively as the context requires.

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 &#x201c; Revolving Credit Note &#x201d; means a promissory note made by the Borrower in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form attached as Exhibit A-1 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.
 &#x201c; S&P &#x201d; means Standard & Poor&#x2019;s Rating Service, a division of S&P Global Inc. and any successor thereto.
 &#x201c; Sanctioned Country &#x201d; means at any time, a country, territory or region which is itself (or whose government is) the subject or target of any Sanctions.
 &#x201c; Sanctioned Person &#x201d; means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including, without limitation, OFAC&#x2019;s Specially Designated Nationals and Blocked Persons List and OFAC&#x2019;s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state, His Majesty&#x2019;s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by, directly or indirectly, any such Person or Persons described in clauses (a) and (b) , or (d) any Person otherwise a target of Sanctions, including vessels and aircraft that are designated under any Sanctions program.
 &#x201c; Sanctions &#x201d; means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty&#x2019;s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) the Borrower or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Extensions of Credit will be used, or (c) from which repayment of the Extensions of Credit will be derived.
 &#x201c; SEC &#x201d; means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
 &#x201c; Securities Act &#x201d; means the Securities Act of 1933 (15 U.S.C. § 77 et seq .).
 &#x201c; SOFR &#x201d; means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
 &#x201c; SOFR Administrator &#x201d; means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
 &#x201c; SOFR Loan &#x201d; means any Loan bearing interest at a rate based on Term SOFR as provided in Section 4.1(a) .
 &#x201c; Special Purpose Subsidiary &#x201d; means any Subsidiary formed to issue Surplus Debentures or Notes or other obligations in connection with a Statutory Reserve Financing or enter into Reinsurance Agreements in connection with a Statutory Reserve Financing or enter into ancillary obligations in respect of the foregoing.
 &#x201c; Statutory Accounting Methods &#x201d; means the statutory reporting practices prescribed or permitted by the applicable Insurance Regulatory Authorities with respect to the Insurance Subsidiaries.

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 &#x201c; Statutory Reserve Financing &#x201d; means a transaction or series of transactions entered into primarily for the purpose of financing a portion of the statutory reserves required to be held by an Insurance Subsidiary, where the proceeds or funding obligations provided by the financing counterparty or counterparties in such transaction or transactions are not expected, as of the date such transaction or transactions are entered into, to be used or applied to pay insurance or reinsurance claims reasonably projected to be payable as of the date such transaction or transactions are entered into.
 &#x201c; Subsidiary &#x201d; means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to &#x201c;Subsidiary&#x201d; or &#x201c;Subsidiaries&#x201d; herein shall refer to those of the Borrower.
 &#x201c; Surplus Debentures or Notes &#x201d; means, as to any Insurance Subsidiary, debt securities or notes of such Insurance Subsidiary the proceeds of which are permitted to be included, in whole or in part, as capital and surplus of such Insurance Subsidiary as approved and permitted by the applicable Insurance Regulatory Authority and are of a type generally described in the insurance industry as a &#x201c;surplus note.&#x201d;
 &#x201c; Swingline Commitment &#x201d; means the lesser of (a) $50,000,000 and (b) the unutilized Commitment of the Swingline Lender.
 &#x201c; Swingline Facility &#x201d; means the swingline facility established pursuant to Section 2.2 .
 &#x201c; Swingline Lender &#x201d; means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto.
 &#x201c; Swingline Loan &#x201d; means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.2 , and all such swingline loans collectively as the context requires.
 &#x201c; Swingline Note &#x201d; means a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-2 , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.
 &#x201c; Swingline Participation Amount &#x201d; has the meaning assigned thereto in Section 2.2(b)(iii) .
 &#x201c; Synthetic Lease &#x201d; means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.
 &#x201c; Taxes &#x201d; means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.
 &#x201c; Term SOFR &#x201d; means,

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 (a)	for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the &#x201c; Periodic Term SOFR Determination Day &#x201d;) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided , however , that if as of 5:00 p.m. (Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
 (b)	for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the &#x201c; Base Rate Term SOFR Determination Day &#x201d;) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided , however , that if as of 5:00 p.m. (Eastern time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;
 provided , further , that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
 &#x201c; Term SOFR Administrator &#x201d; means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
 &#x201c; Term SOFR Reference Rate &#x201d; means the forward-looking term rate based on SOFR.
 &#x201c; Termination Event &#x201d; means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the Borrower: (a) a &#x201c;Reportable Event&#x201d; described in Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a &#x201c;substantial employer&#x201d; 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, or (c) the termination of a Pension Plan under Section 4041(c) of ERISA, or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the institution of proceedings for termination of, or the appointment of a trustee to administer, any Pension Plan by the PBGC under Section 4042 of ERISA, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan

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 or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA or (h) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such Multiemployer Plan against such Borrower or ERISA Affiliate, or (i) any event or condition which results in the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (j) the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) 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.
 &#x201c; Threshold Amount &#x201d; means $50,000,000.
 &#x201c; Total Capitalization &#x201d; means, on any date, the sum of (a) Consolidated Indebtedness (but excluding any Hybrid Equity Securities) of the Borrower and its Subsidiaries as of such date plus (b) Consolidated Net Worth as of such date plus (c) the aggregate obligations of the Borrower and its Subsidiaries under any Hybrid Equity Securities as of such date.
 &#x201c; Trade Date &#x201d; has the meaning assigned thereto in Section 11.9(b)(i)(B) .
 &#x201c; Transactions &#x201d; means, collectively, (a) the initial Extensions of Credit and (b) the payment of the transaction costs incurred in connection with the foregoing.
 &#x201c; UCC &#x201d; means the Uniform Commercial Code as in effect in the State of New York.
 &#x201c; UK Financial Institution &#x201d; means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
 &#x201c; UK Resolution Authority &#x201d; means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
 &#x201c; Unadjusted Benchmark Replacement &#x201d; means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
 &#x201c; United States &#x201d; means the United States of America.
 &#x201c; United States Person &#x201d; means any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any Person in the United States.
 &#x201c; U.S. Government Securities Business Day &#x201d; means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided , that for purposes of notice requirements in Sections 2.3(a) , 2.4(c) and 4.2 , in each case, such day is also a Business Day.
 &#x201c; U.S. Person &#x201d; means any Person that is a &#x201c;United States person&#x201d; as defined in Section 7701(a)(30) of the Code.

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 &#x201c; U.S. Tax Compliance Certificate &#x201d; has the meaning assigned thereto in Section 4.11(g) .
 &#x201c; Wells Fargo &#x201d; means Wells Fargo Bank, National Association, a national banking association.
 &#x201c; Wholly-Owned &#x201d; means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors&#x2019; qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).
 &#x201c; Withholding Agent &#x201d; means the Borrower and the Administrative Agent.
 &#x201c; Write-Down and Conversion Powers &#x201d; means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
 Section 1.2 Other Definitions and 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, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words &#x201c;include&#x201d;, &#x201c;includes&#x201d; and &#x201c;including&#x201d; shall be deemed to be followed by the phrase &#x201c;without limitation&#x201d;, (d) the word &#x201c;will&#x201d; shall be construed to have the same meaning and effect as the word &#x201c;shall&#x201d;, (e) any reference herein to any Person shall be construed to include such Person&#x2019;s successors and assigns, (f) the words &#x201c;herein&#x201d;, &#x201c;hereof&#x201d; and &#x201c;hereunder&#x201d;, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words &#x201c;asset&#x201d; and &#x201c;property&#x201d; 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, (i) the term &#x201c;documents&#x201d; includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) the words &#x201c;agent&#x201d; and &#x201c;representative&#x201d; when used with respect to the Borrower and its Subsidiaries shall exclude all independent contractors of the Borrower and its Subsidiaries, and (k) in the computation of periods of time from a specified date to a later specified date, the word &#x201c;from&#x201d; means &#x201c;from and including;&#x201d; the words &#x201c;to&#x201d; and &#x201c;until&#x201d; each mean &#x201c;to but excluding;&#x201d; and the word &#x201c;through&#x201d; means &#x201c;to and including&#x201d;.
 Section 1.3 Accounting Terms .
 (a)	All accounting terms not specifically defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, IFRS or Statutory Accounting Methods, as the case may be, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 7.1(a) and the statutory financial statements required by Section 7.1(c) , except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the

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 computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
 (b)	If at any time any change in GAAP, IFRS 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, IFRS or Statutory Accounting Methods, as the case may be, (subject to the approval of the Required Lenders and the Borrower); provided that, in the event that such amendment is so requested, then until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP, IFRS 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 documentation setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP, IFRS or Statutory Accounting Methods, as the case may be.
 Section 1.4 Rounding . Any financial ratios required to be maintained 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 or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
 Section 1.5 References to Agreement and Laws . Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including, without limitation, Anti-Corruption Laws, Anti-Money Laundering Laws, the Bankruptcy Code, the Code, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act, the UCC, the Investment Company Act, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.
 Section 1.6 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
 Section 1.7 Letter of Credit Amounts . Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).
 Section 1.8 Guarantees/Earn-Outs . Unless otherwise specified, (a) the amount of any Guarantee shall be the lesser of the amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee and (b) the amount of any earn-out or similar obligation shall be the amount of such obligation as reflected on the balance sheet of such Person in accordance with GAAP.

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 Section 1.9 Covenant Compliance Generally . For purposes of determining compliance under Sections 8.1 , 8.2 , and 8.4 , any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections 8.1 and 8.2, with respect to any amount of Indebtedness in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness may be incurred at any time under such Sections.
 Section 1.10 Rates . The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.8(c) , will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, 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 calculation of any such rate (or component thereof) provided by any such information source or service.
 Section 1.11 Divisions . For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction&#x2019;s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
 ARTICLE II
 REVOLVING CREDIT FACILITY
 Section 2.1 Revolving Credit Loans . Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3 ; provided , that (a) the Credit Outstandings shall not exceed the Commitment and (b) the Credit Exposure of any Lender shall not at any time exceed such Lender&#x2019;s Commitment. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender&#x2019;s Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested

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 on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Maturity Date.
 Section 2.2 Swingline Loans .
 (a) Availability . Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date; provided , that (i) after giving effect to any amount requested, the Credit Outstandings shall not exceed the Commitment and (ii) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment.
 (b) Refunding .
 (i)	The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice to the Administrative Agent given no later than 11 :00 a.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Lender&#x2019;s Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent&#x2019;s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender&#x2019;s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender&#x2019;s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender&#x2019;s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Loan.
 (ii)	The Borrower shall pay to the Swingline Lender on demand, and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Sw…

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