Page 15 of 16 – SEC Filing Confidentiality: Each of the parties shall keep its dealings
with the other party (or any other entity controlled by the other party) as described herein and all other details of the proposed
transactions described herein strictly confidential (collectively, the “Confidential Information”). Confidential
Information shall not include any information otherwise in the public domain, and Confidential Information may be disclosed by
any party if such party is required by law, regulation or stock exchange requirement or any legal or regulatory authority to disclose
the Confidential Information. In addition, the Confidential Information may be disclosed by a party to its attorneys, accountants,
consultants, agents, advisors, prospective lenders and investors and potential investors and other persons that reasonably need
to know such information (the “Representatives”) so long as each such party is informed of the foregoing confidentiality
requirement. Each of the parties shall be responsible for any breach of this Confidentiality provision by any of its Representatives,
as though a direct signatory hereto. Nothing herein shall prevent any party from making any required securities filings.
Expenses: Each of Brookfield and Appaloosa shall bear
its own expenses in connection with the negotiation and execution of this Term Sheet, the Definitive Agreement and the documents
and filings ancillary thereto.
Governing Law; Jurisdiction: This Term Sheet will be governed by and construed
in accordance with the laws of the State of New York (without regard to its conflicts of law rules). The state and federal courts
located in New York County, New York shall have exclusive jurisdiction over any disputes relating to this Term Sheet. Each party
irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this
Term Sheet or the transactions contemplated hereby in the courts, and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum. Each party agrees to waive, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Term Sheet
or the transactions contemplated hereby.
Binding Effect: Except for the clause opposite the heading “Structure; Ownership”, the provisions of this Term Sheet are intended to be binding on the parties.
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| Confidentiality: | Each of the parties shall keep its dealings |
| Expenses: | Each of Brookfield and Appaloosa shall bear |
| Governing Law; Jurisdiction: | This Term Sheet will be governed by and construed |
| Binding Effect: | Except for the clause opposite the heading “Structure; Ownership”, the provisions of this Term Sheet are intended to be binding on the parties. |
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