Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this [Section 2.16] (including by the payment of additional amounts pursuant to this [Section 2.16]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph # (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Treatment of Certain Refunds. Unless required by applicableApplicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section, it shall pay to the Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSW

Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has

Treatment of Certain Information. Each of the [[Administrative Agent:Organization]], the ​ and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, # to any other party hereto, # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a [[Organization A:Organization]] pursuant to [Section 2.16(c) or (B)])] any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the ​ and its obligations, this Agreement or payments hereunder, # on a confidential basis to # any rating agency in connection with rating the ​ or its Subsidiaries or the credit facilities provided hereunder, # the provider of any Platform or other electronic delivery service used by the [[Administrative Agent:Organization]], the L/C Issuer or the Swingline [[Organization A:Organization]] to deliver ​ Materials or notices to the ​ or # the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, # with the consent of the ​ or to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the [[Administrative Agent:Organization]], any [[Organization A:Organization]], the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the ​. For purposes of this Section, “Information” means all information received from the ​ or any Subsidiary relating to the ​ or any Subsidiary or any of their respective businesses, other than any such information that is available to the [[Administrative Agent:Organization]], any [[Organization A:Organization]] or the L/C Issuer on a nonconfidential basis prior to disclosure by the ​ or any Subsidiary, provided that, in the case of information received from the ​ or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the [[Administrative Agent:Organization]] and the ​ may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the [[Administrative Agent:Organization]] and the ​ in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

NAI-1535672020v11535672020v8

Benefits Treatment. In the event that you qualify for short-term disability leave, in accordance with Company policy, you will continue to receive all current benefits through your Termination Date, and in the event you qualify for long-term disability leave, you will be entitled to all of the benefits provided for in the relevant ​ benefit plan documents and polices, including specifically the Long-Term disability plan document. Unless otherwise provided below, your termination date for purposes of ​ benefits programs, including but not limited to the 401(k) Plan, Long Term Incentive Plans and the ​ welfare plans, such as the Health (medical, dental vision), Group Insurance and Spending Account Plans, shall be determined in accordance with the terms of the applicable plan and awards. For information on continuing Health or Healthcare Spending Account Plans through COBRA, see below. If there are any discrepancies between this Agreement and the official benefit plan documents, the official plan documents will govern. ​ reserves the right, in its sole discretion, to change or discontinue its benefit programs at any time, with or without prior notice.

Tax Treatment. Each Reinsured Policy comprising the In-Force Block provides, and since the date of issuance or subsequent modification has provided, the purchaser, policyholder, account holder, other holder or intended beneficiary thereof with tax treatment under the Code, and the regulations promulgated thereunder that is, in all material respects, not less favorable than the tax treatment that was purported to apply in written materials provided by the issuer of such Reinsured Policy at the time of issuance or subsequent modification.

Tax Treatment. The Purchaser and the Seller shall treat any payment of the Net Adjustment Amount and any adjustment thereof pursuant to the terms hereof as an adjustment to the Purchase Price for Tax purposes.

Similar Treatment. Notwithstanding the foregoing, each Lender agrees that amounts claimed under this [Section 3.04] shall be reasonably determined by such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender under agreements having provisions similar to this [Section 3.04] after consideration of such factors as such Lender then reasonably determines to be IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" US 172801506" "" US 172791558

Equity Treatment. Set forth on Exhibit A to this Agreement is a list of all outstanding equity awards held by the Executive with respect to shares of the Company’s common stock. Other than as set forth on Exhibit A, neither the Company nor any subsidiary has any obligation otherwise to issue to the Executive any equity award for or shares of capital stock of the Company or any subsidiary. For the avoidance of doubt, # the equity awards listed on Exhibit A shall continue to vest through the Separation Date according to the terms of the applicable award agreements and the Company’s 2005 Long-Term Incentive Compensation Plan, # the Executive’s termination of employment does not constitute a “qualifying retirement” for purposes of all outstanding stock option, market stock unit or performance share unit awards, and # any outstanding stock option awards shall remain exercisable as specified in the applicable option agreement.