Form 8-K

8-K — FRANKLIN RESOURCES INC

Accession: 0001552781-26-000398

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0000038777

SIC: 6282 (INVESTMENT ADVICE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 30, 2026

Franklin

Resources, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-09318

13-2670991

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

One

Franklin Parkway, San Mateo, California 94403

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (650) 312-2000

Not

Applicable

(Former

name or former address, if changed since last report.)

Check the appropriate box below if

the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange

which registered

Common

Stock, par value $0.10 per share

BEN

New

York Stock Exchange

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry

into a Material Definitive Agreement.

Second

Amended and Restated Credit Agreement

On July 30, 2026 (the “Closing Date”), Franklin Resources,

Inc., a Delaware corporation (the “Company”), entered into a Second Amended and Restated Credit Agreement (the “Second

Amended and Restated Credit Agreement”), by and among the Company, as borrower, the financial institutions from time to time party

thereto, as lenders, and Bank of America, N.A. (“Bank of America”), as administrative agent. Capitalized terms used and not

defined herein have the meanings given to them in the Second Amended and Restated Credit Agreement.

The Second Amended and Restated Credit Agreement amends and restates the

Company’s existing revolving credit agreement to, among other things, increase the aggregate commitments and extend its maturity

to July 30, 2031. The Second Amended and Restated Credit Agreement provides for a five-year revolving credit facility (the “Revolving

Credit Facility”) with $1,500,000,000 of aggregate commitments with the option to increase the aggregate commitments by a maximum

of $500,000,000. As of the Closing Date, there was $700,000,000 outstanding under the Second Amended and Restated Credit Agreement.

Amounts outstanding

under the Second Amended and Restated Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either

(i) a base rate (the “Base Rate”) equal to the highest of (a) the federal funds rate plus 0.5%, (b) the prime rate of Bank

of America, (c) Term SOFR for a 1-month interest period plus 1.00%, and (d) 1.00%; or (ii) Term SOFR (provided that Term SOFR shall not

be less than 0.00%), plus an applicable margin (“Applicable Rate”) that ranges from (x) in the case of loans bearing interest

by reference to the Base Rate, 0.00% to 0.25% and (y) in the case of loans bearing interest by reference to Term SOFR, 0.625% to 1.25%,

in each case based on the Company’s Debt Rating. The Company is also required to pay an annual Commitment Fee ranging from 0.050%

to 0.120%, based on the Company’s Debt Rating, on the average unused amount of the Revolving Credit Facility payable quarterly.

At any time,

subject to timely prior written notice, the Company may (i) terminate the commitments under the Revolving Credit Facility in full or

in part, and/or (ii) prepay any loans outstanding under the Revolving Credit Facility in full or in part.

The Second Amended

and Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things,

the ability of the Company’s subsidiaries to incur additional indebtedness and limit the ability of the Company and its subsidiaries

to create liens, merge or dissolve, dispose of assets and change the nature of their respective business, subject to customary exceptions,

thresholds, qualifications and “baskets.” In addition, the Second Amended and Restated Credit Agreement contains a financial

performance covenant, requiring that, subject to certain adjustments related to qualified acquisitions, the Company maintains a consolidated

net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 3.25 to 1.00.

The repayment

obligation under the Second Amended and Restated Credit Agreement may be accelerated (and commitments under the Revolving Credit Facility

terminated) upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal or interest

on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default, change of

control, certain insolvency or bankruptcy-related events and material judgments, subject, in each case, to any applicable grace and/or

cure periods.

Any borrowings

under the Second Amended and Restated Credit Agreement may be used for general corporate purposes.

The foregoing

description of the Second Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its

entirety by, the full text of the Second Amended and Restated Credit Agreement, which is attached as Exhibit 10.1 to this Current Report

on Form 8-K, incorporated by reference herein.

Item

1.02 Termination

of a Material Definitive Agreement.

Concurrently

with entering into the Second Amended and Restated Credit Agreement, on [July 30], 2026, the Company terminated its $1,500,000,000 revolving

credit agreement (the “Original Credit Agreement”) with Bank of America, N.A. and the other lenders party thereto, which,

by its terms was scheduled to mature on April 30, 2030. At the time of termination, there were borrowings of $700,000,000 under the Original

Credit Agreement, which have been rolled into the Second Amended and Restated Credit Agreement as of the Closing Date. Bank of America,

N.A. and the other lenders party to each of the Original Credit Agreement are parties to the Second Amended and Restated Credit Agreement.

-2-

Item

2.03 Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The disclosure

contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

-3-

Item

9.01 Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Second Amended and Restated Credit Agreement, dated as of July 30, 2026, by and among Franklin Resources, Inc., as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

-4-

SIGNATURES

Pursuant to the requirements of

the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

FRANKLIN RESOURCES, INC.

Date: July 30, 2026

By:

/s/

Thomas C. Merchant

Name: Thomas C. Merchant

Title: Executive Vice President and

General Counsel

- 5 -

EX-10.1

Filename: e26317_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

Published

CUSIP Number: 35462DAL2 (Deal)

35462DAM0

(Revolving Facility)

Second

Amended and Restated CREDIT AGREEMENT

dated

as of July 30, 2026

among

FRANKLIN

RESOURCES, INC.,

the Borrower,

BANK

OF AMERICA, N.A.,

as Administrative Agent,

the

Lenders party hereto,

HSBC

Bank USA, N.A.,

and

Wells

Fargo Bank, National Association

Syndication Agent,

and

BANK

OF AMERICA, N.A.,

HSBC

Bank USA, N.a.

and

Wells

Fargo Bank, National Association,

Joint Lead Arrangers and Joint Bookrunners

TABLE

OF CONTENTS

Section

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Interest Rates

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01

Committed Loans

2.02

Borrowings, Conversions and Continuations of Committed Loans

2.03

Prepayments

2.04

Termination or Reduction of Commitments

2.05

Repayment of Loans

2.06

Interest

2.07

Fees

2.08

Computation of Interest and Fees

2.09

Evidence of Debt

2.10

Payments Generally; Administrative Agent’s Clawback

2.11

Sharing of Payments by Lenders

2.12

Increase in Commitments

2.13

Defaulting Lenders

2.14

Defaulting Lender Cure

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

Survival

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01

Conditions of Initial Credit Extension

4.02

Conditions to all Credit Extensions

-i-

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.01

Existence, Qualification and Power

5.02

Authorization; No Contravention

5.03

Governmental Authorization; Other Consents

5.04

Binding Effect

5.05

Financial Statements; No Material Adverse Effect

5.06

Litigation

5.07

No Default

5.08

Taxes

5.09

ERISA Compliance

5.10

Margin Regulations; Investment Company Act

5.11

Disclosure

5.12

Compliance with Laws

5.13

OFAC

5.14

Anti-Corruption Laws

5.15

Affected Financial Institutions

5.16

Covered Entities

5.17

Outbound Investment Rules

ARTICLE VI

AFFIRMATIVE COVENANTS

6.01

Financial Statements

6.02

Certificates; Other Information

6.03

Notices

6.04

Payment of Taxes

6.05

Preservation of Existence, Etc.

6.06

Maintenance of Properties

6.07

Maintenance of Insurance

6.08

Compliance with Laws

6.09

Books and Records

6.10

Visitation Rights

6.11

Use of Proceeds

6.12

Anti-Corruption Laws; Sanctions

ARTICLE VII

NEGATIVE COVENANTS

7.01

Liens

7.02

Subsidiary Indebtedness

7.03

Fundamental Changes

-ii-

7.04

Dispositions

7.05

Change in Nature of Business

7.06

Sanctions

7.07

Anti-Corruption Laws

7.08

Consolidated Net Leverage Ratio

7.09

Outbound Investment Rules

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

ARTICLE IX

ADMINISTRATIVE AGENT

9.01

Appointment and Authority

9.02

Rights as a Lender

9.03

Exculpatory Provisions

9.04

Reliance by Administrative Agent

9.05

Delegation of Duties

9.06

Resignation of Administrative Agent

9.07

Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders

9.08

No Other Duties, Etc.

9.09

Administrative Agent May File Proofs of Claim

9.10

Guaranty Matters

9.11

Certain ERISA Matters

9.12

Recovery of Erroneous Payments

ARTICLE X

MISCELLANEOUS

10.01

Amendments, Etc.

10.02

Notices; Effectiveness; Electronic Communication

10.03

No Waiver; Cumulative Remedies; Enforcement

10.04

Expenses; Indemnity; Damage Waiver

10.05

Payments Set Aside

10.06

Successors and Assigns

10.07

Treatment of Certain Information; Confidentiality

10.08

Right of Setoff

10.09

Interest Rate Limitation

10.10

Integration; Effectiveness

-iii-

10.11

Survival of Representations and Warranties

10.12

Severability

10.13

Replacement of Lenders

10.14

Governing Law; Jurisdiction; Etc.

10.15

Waiver of Jury Trial

10.16

No Advisory or Fiduciary Responsibility

10.17

Electronic Execution; Electronic Records; Counterparts

10.18

USA PATRIOT Act

10.19

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

10.20

Acknowledgement Regarding Any Supported QFCs

10.21

Amendment and Restatement

-iv-

SCHEDULES

2.01

Commitments

and Applicable Percentages

7.01

Existing

Liens

7.02

Existing

Subsidiary Indebtedness

10.02

Administrative

Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form

of Committed Loan Notice

Form

of Note

Form

of Compliance Certificate

D-1

Assignment

and Assumption

D-2

Form

of Administrative Questionnaire

E-1

Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)

E-2

Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)

E-3

Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)

E-4

Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

Form

of Notice of Loan Prepayment

-v-

Second

Amended and Restated CREDIT AGREEMENT

This

Second Amended and Restated CREDIT AGREEMENT

(“Agreement”) is entered into as of July 30, 2026,

among FRANKLIN RESOURCES, INC., a Delaware corporation (the “Borrower”),

each lender from time to time party hereto (collectively, the “Lenders”

and individually, a “Lender”), and BANK OF AMERICA,

N.A., as Administrative Agent.

The

Borrower and Bank of America, as administrative agent, together with the other financial institutions party thereto, entered into an

Amended and Restated Credit Agreement dated as of April 30, 2025 (as amended, restated, modified or otherwise supplemented prior to the

date hereof, the “Existing Credit Agreement”).

The

Borrower, the Administrative Agent and the Lenders have agreed to renew and extend the financing arrangements under the Existing Credit

Agreement with the new financing arrangements provided in this Agreement, which amends and restates the Existing Credit Agreement in

its entirety.

consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit

Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:

ARTICLE

I DEFINITIONS AND ACCOUNTING

TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth

below:

“Act”

has the meaning specified in Section 10.18.

“Administrative

Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor

administrative agent.

“Administrative

Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule

10.02, or such other address or account as the Administrative Agent may from time to time notify in writing to the Borrower

and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit

D-2 or any other form approved by the Administrative Agent.

“Affected

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

“Affiliate”

means, with respect to a specified Person, another Person (other than, with respect to the Borrower, an Excluded Entity of the Borrower)

that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person

specified.

“Aggregate

Commitments” means the Commitments of all the Lenders.

“Agreement”

has the meaning specified in the introductory paragraph hereto.

“Applicable

Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

-1-

“Applicable

Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of

the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section

2.13. If the commitment of each Lender to make Loans have been terminated pursuant to Section

8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based

on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments and to any Lender’s

status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender is set forth opposite the

name of such Lender on Schedule 2.01 or in the Assignment and

Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable

Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

Pricing

Level

Debt

Ratings

S&P/Moody’s/Fitch

Commitment

Fee

Applicable

Rate for

Term SOFR Loans

and Daily Simple

SOFR Loans

Applicable

Rate

for Base Rate

Loans

≥

AA- / Aa3 / AA-

0.050%

0.625%

0.000%

A+

/ A1 / A+

0.060%

0.750%

0.000%

/ A2 / A

0.070%

0.875%

0.000%

A-

/ A3 / A-

0.090%

1.000%

0.000%

≤

BBB+ / Baa1 / BBB+

0.120%

1.250%

0.250%

Initially,

the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section

4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating

shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding

the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if either such rating

agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith

to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending

the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior

to such change or cessation.

“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.

“Arrangers”

means each of BofA Securities and HSBC Bank USA, N.A., in each case in its capacity as a joint lead arranger and joint bookrunner.

“Assignment

and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent

of any party whose consent is required by Section 10.06(b)), in

substantially the form of Exhibit D-1 or any other form (including

electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable

Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof

that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic

Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement

or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other

agreement or instrument were accounted for as a Capital Lease.

-2-

“Audited

Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal

year ended September 30, 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.

“Availability

Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date

of termination of the Aggregate Commitments pursuant to Section 2.04,

and (c) the date of termination of the commitment of each Lender to make Loans pursuant to Section

8.02.

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect

of any liability of an Affected Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the

European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member

Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part

I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates

(other than through liquidation, administration or other insolvency proceedings).

“Bank

of America” means Bank of America, N.A. and its successors.

“Base

Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of

1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”

(c) Term SOFR (determined in accordance with clause (b) of the definition thereof) in effect for such day (or if such day is not a U.S.

Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus

one percent (1.00%) and (d) 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors

including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference

point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by

Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base

Rate is being used as an alternate rate of interest pursuant to Section 3.03

hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference

to clause (c) above.

“Base

Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial

Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial

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

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,

(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of

ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee

benefit plan” or “plan”.

“BofA

Securities” means BofA Securities, Inc. (or any of its designated affiliates).

“Borrower”

has the meaning specified in the introductory paragraph hereto.

-3-

“Borrower

Materials” has the meaning specified in Section 6.02.

“Borrowing”

means a Committed Borrowing.

“Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under

the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

“Capital

Lease” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as

a capital lease or financing lease.

“Cash

Equivalents” means, at any time (a) debt issued or guaranteed by the United States government or any agency thereof,

maturing not more than one (1) year after such time, (b) commercial paper, maturing not more than one (1) year from the date of issue,

or corporate demand notes, in each case which is issued by a corporation (other than an Affiliate of the Borrower) rated at least A-1

by S&P, F1 by Fitch or P-1 by Moody’s (or carrying an equivalent rating by an internationally-recognized rating agency), (c)

any certificate of deposit (or time deposits represented by such certificates of deposit) or banker’s acceptance, maturing not

more than one (1) year after the date of issue, or overnight Federal Funds transactions or money market deposit accounts, which is issued

or sold by, or maintained with, a commercial bank or financial institution which is rated at least A- by S&P, A- by Fitch or A3 by

Moody’s (or carrying an equivalent rating by an internationally-recognized rating agency), (d) any repurchase agreement entered

into with a commercial bank or financial institution meeting the requirements of clause

(c) above which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses

(a) through (c) above and (ii) has a market value at

the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial bank or financial

institution thereunder, (e) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters

of credit issued by any commercial bank or financial institution meeting the requirements of clause

(c) above, (f) any short-term (or readily marketable or immediately redeemable) investment in a structured investment vehicle,

structured investment deposit or similar instrument with financial strength rating of A by S&P or Moody’s, (g) shares of money

market mutual or similar funds which invest substantially all of their assets in Cash Equivalents of the types described in clauses

(a) through (f) above, or (h) instruments equivalent

to those referred to in any of clauses (a) through (g)

above that are comparable in credit quality and tenor to that referenced in the applicable clause and are customarily used

by corporations similar to the Borrower for cash management purposes outside the United States.

“Change

in Law” means the occurrence, after the date of this Agreement or, with respect to any Lender, such later date on which

such Lender became a party to 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

or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,

the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,

in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,

adopted, issued or implemented.

-4-

“Change

of Control” means an event or series of events by which any “person” or “group” (as such terms

are used in Sections 13(d) and 14(d) of the 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), in each case,

other than any Permitted Holder, 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 securities that such person or group

has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option

right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members

of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities

that such person or group has the right to acquire pursuant to any option right).

“CIV”

has the meaning assigned to it in the definition of “Non-Recourse CIV Indebtedness.”

“Closing

Date” means the first date all the conditions precedent in Section

4.01 are satisfied or waived in accordance with Section 10.01.

“CME”

means CME Group Benchmark Administration Limited.

“Code”

means the Internal Revenue Code of 1986.

“Commitment”

means, as to each Lender, its obligation to make Committed Loans to the Borrower pursuant to Section

2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s

name on Schedule 2.01 or in the Assignment and Assumption pursuant

to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this

Agreement.

“Commitment

Fee” has the meaning specified in Section 2.07(a).

“Committed

Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Term SOFR

Loans, having the same Interest Period made by each of the Lenders pursuant to Section

2.01.

“Committed

Loan” has the meaning specified in Section 2.01.

“Committed

Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other,

or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a),

which shall be substantially in the form of Exhibit A or such

other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system

as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Communication”

means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request,

statement, disclosure or authorization related to any Loan Document.

“Compliance

Certificate” means a certificate substantially in the form of Exhibit

“Conforming

Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor

Rate, as applicable, any conforming changes to the definitions of “Base Rate”, “Daily Simple SOFR”, “SOFR”,

“Term SOFR”, and “Interest Period”, timing and frequency of determining rates and making payments of interest

and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business

Day” and “U.S. Governmental Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation

notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption

and implementation of such applicable rate, and to permit the administration thereof by the Administrative Agent in a manner substantially

consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not

administratively feasible or that no market practice for the administration of such rate(s) exists, in such other manner of administration

as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other

Loan Document).

-5-

“Connection

Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that

are franchise Taxes or branch profits Taxes.

“Consolidated

EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated

Net Income for such period plus (a) the following to the extent

deducted in calculating such Consolidated Net Income (but without duplication): (i) Consolidated Interest Charges for such period, (ii)

the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii)

depreciation and amortization expense, (iv) extraordinary, unusual or non-recurring expenses or losses of the Borrower and its Subsidiaries

reducing such Consolidated Net Income, (v) transaction fees, costs and expenses incurred in connection with any investments, acquisitions,

dispositions, mergers, consolidations or amalgamations (whether or not consummated) not prohibited hereunder, and any debt financing

or equity offerings related thereto, (vi) amortization of intangibles (including, but not limited to goodwill), (vii) fees, costs, expenses

and all other amounts attributable to, or directly or indirectly in respect of, any restructurings, business process optimizations or

other similar actions taken in connection with any acquisition, disposition or joint venture, in an aggregate amount not to exceed 10%

of Consolidated EBITDA for any period of four consecutive fiscal quarters (calculated prior to giving effect to any adjustment pursuant

to this clause (vii)), and (viii) any other non-cash charges,

including the cumulative effect of foreign currency losses and minus

(b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax

credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such

period, including the cumulative effect of foreign currency gains; provided,

that, for purposes of calculating Consolidated EBITDA for the Borrower and its Subsidiaries for any period, the Consolidated EBITDA of

any Person (or assets or division of such Person) acquired by or disposed of by the Borrower or any of its Subsidiaries during such period

shall be included (or excluded, as the case may be) on a pro forma

basis for such period (assuming the consummation of such acquisition or disposition occurred on the first day of such period).

“Consolidated

Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated

basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including

Obligations hereunder) and the outstanding principal amount of all obligations evidenced by bonds, debentures, notes, loan agreements

or other similar instruments, (b) the outstanding principal amount of all purchase money Indebtedness, (c) the face amount (or the outstanding

principal amount, if applicable) of all direct obligations arising under letters of credit (including standby and commercial), bankers’

acceptances, bank guaranties, surety bonds and similar instruments, except to the extent the underlying instruments remain undrawn or

are cash collateralized, (d) the outstanding principal amount of all Attributable Indebtedness, (e) without duplication, all Guarantees

with respect to outstanding Indebtedness of the types specified in clauses

(a) through (d) above of Persons other than the Borrower

or any Subsidiary, and (f) the outstanding principal amount of all Indebtedness of the types referred to in clauses

(a) through (e) above of any partnership or joint venture

(other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general

partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. Consolidated Funded

Indebtedness shall not include (i) any of the foregoing clauses (a)

through (f) of this definition of any Excluded Entity, except

to the extent there is recourse for such obligation to the Borrower or any Subsidiary (other than an Excluded Entity), (ii) any Non-Recourse

Indebtedness or (iii) any obligations or liabilities arising under or in connection with any annuities, insurance policies, insurance

contracts or any other similar agreements. Any Indebtedness for which proceeds have been escrowed or otherwise deposited to repay, defease,

redeem or satisfy and discharge such Indebtedness shall not be deemed outstanding.

-6-

“Consolidated

Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a)

all interest, premium payments, amortization or write off of debt discount, fees, charges and related expenses of the Borrower and its

Subsidiaries in connection with Indebtedness (including capitalized interest but excluding Non-Recourse Indebtedness) or in connection

with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion

of rent expense of the Borrower and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in

accordance with GAAP.

“Consolidated

Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of

such date minus unrestricted and unencumbered (other than to the

extent such restriction or encumbrance is permitted under Section 7.01(q)(i)-(v))

cash and Cash Equivalents of Borrower and its Subsidiaries (which, for clarity, shall not include such cash and Cash Equivalents (i)

held by Excluded Entities or (ii) which have been escrowed or otherwise deposited to repay, defease, redeem or satisfy and discharge

Indebtedness) to (b) Consolidated EBITDA for the period of the

four fiscal quarters most recently ended.

“Consolidated

Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of

the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period. “Consolidated Net Income”

shall include the amount of dividends or distributions or other payments received by the Borrower or any Subsidiary from an Excluded

Entity (but only to the extent actually received).

“Contractual

Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument

or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling”

and “Controlled” have meanings correlative thereto.

“Covered

Entity” has the meaning specified in Section 10.20(b).

“Credit

Extension” means a Borrowing.

“Daily

Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal

Reserve Bank of New York’s website (or any successor source); provided,

that if Daily Simple SOFR as determined in accordance the foregoing would otherwise be less than zero, Daily Simple SOFR shall be deemed

zero for purposes of this Agreement.

“Daily

Simple SOFR Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR.

“Debt

Rating” means, as of any date of determination, the rating as determined by any of S&P, Moody’s or Fitch (collectively,

the “Debt Ratings”) of the Borrower’s non-credit-enhanced,

senior unsecured long-term debt; provided, that (a) if all three

Debt Ratings are in effect, and two or more Debt Ratings are at the same Pricing Level, that Pricing Level will apply; (b) if all three

Debt Ratings are in effect, each at a different Pricing Level, the Pricing Level of the middle Debt Rating shall apply; (c) if only two

Debt Ratings are in effect, the Pricing Level of the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level

1 being the highest and the Debt Rating for Pricing Level 5 being the lowest), unless the ratings differential is two levels or more,

in which case, the Pricing Level associated with the Debt Rating that is one level lower than the higher Debt Rating shall apply; (d)

if only one Debt Rating is in effect, the Pricing Level of such Debt Rating shall apply; and (e) if the Borrower does not have any Debt

Rating, Pricing Level 5 shall apply.

-7-

“Debtor

Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,

assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default

Rate” means an interest rate equal to (i) the Base Rate plus

(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus

(iii) 2% per annum; provided, however,

that with respect to a Term SOFR Loan or Daily Simple SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate

(including the Applicable Rate) otherwise applicable to such Loan plus

2% per annum.

“Defaulting

Lender” means, subject to Section 2.14, any Lender

that (a) has failed to (i) fund all or any portion of its Loans 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 or any other Lender

any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or

the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement

to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states

that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together

with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,

within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative

Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided

that such Lender shall cease to be a Defaulting Lender pursuant to this clause

(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), 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 Federal Deposit Insurance Corporation or any other state or federal regulatory authority

acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided

that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in

that Lender or any direct or 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, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall

be deemed to be a Defaulting Lender (subject to Section 2.14)

as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by

the Administrative Agent to the Borrower and each other Lender promptly following such determination.

-8-

“Designated

Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any

Sanction, including, as of the Closing Date, the Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson regions of Ukraine, Russia, Belarus,

Cuba, Iran and North Korea.

“Disposition”

or “Dispose” means the sale, transfer, license, lease

or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of

any property by any Person (including any sale and leaseback transaction), including any sale, assignment, transfer or other disposal,

with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dividing

Person” has the meaning assigned to it in the definition of “Division.”

“Division”

means the division of the assets, liabilities and/or obligations of a Person (the “Dividing

Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which

may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Dollar”

and “$” mean lawful money of the United States.

“EEA

Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which

is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which

is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with

its parent.

“EEA

Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA

Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority

of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic

Copy” has the meaning specified in Section 10.17.

“Electronic

Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006,

as it may be amended from time to time.

“Eligible

Assignee” means any Person that meets the requirements to be an assignee under Section

10.06(b)(iii), and (v) (subject to such consents, if

any, as may be required under Section 10.06(b)(iii)).

“Equity

Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests

in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock

of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital

stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from

such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,

member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests

are outstanding on any date of determination.

-9-

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA

Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the

meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section

412 of the Code).

“ERISA

Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA

Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial

employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under

Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or the

receipt by Borrower of any notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the

treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings

to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of,

or the appointment of a trustee to administer, any Pension Plan; (g) any Pension Plan is an at-risk plan or a plan in endangered or critical

status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any material

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; or (i) a material failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the

Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make

any material required contribution to a Multiemployer Plan.

“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or

any successor person), as in effect from time to time.

“Event

of Default” has the meaning specified in Section 8.01.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded

Entity” means (i) any investment fund or other investment vehicle in which the Borrower or any of its Affiliates

participates as an investor (including for warehousing, seeding or other similar purposes), or acts as a managing member, adviser, manager,

co-manager or any comparable position, or any entity intended to be or become any of the foregoing (any such entity, an “Investment

Fund”), (ii) any Subsidiary of such an Investment Fund, and (iii) any entity whose primary purpose is to acquire

investments of any nature whatsoever pending their transfer to an Investment Fund. For the avoidance of doubt, each Excluded Entity shall

not be subject to any of the covenants contained in Article VII

hereof.

-10-

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted

from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits

Taxes, in each case, (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 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, U.S. federal withholding Taxes imposed on amounts payable to or for

the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on

which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower

under Section 10.13) or (ii) such Lender changes its Lending Office,

except in each case to the extent that, pursuant to Section 3.06(a)(ii),

(a)(iii) or (c),

amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party

hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to

comply with Section 3.01(g) and (d) any withholding Taxes imposed

pursuant to FATCA.

“Existing

Credit Agreement” has the meaning specified in the second introductory paragraph of this Agreement.

“Existing

Obligations” has the meaning specified in Section 10.21.

“FASB

ASC” means the Accounting Standards Codification 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) and any current or future regulations or official interpretations thereof

and any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the date of this Agreement (or any amended or successor

version described above) and any intergovernmental agreement (and related fiscal or regulatory legislation, or related official rules

or practices) implementing the foregoing.

“Federal

Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such

day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York

shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank

of New York as the federal funds effective rate; provided that

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

“Fee

Letter” means that certain letter agreement dated as of July 9, 2026, among the Borrower, the Administrative Agent and

BofA Securities.

“Fitch”

means Fitch Ratings Inc., and any successor thereto.

“Foreign

Lender” means (a) if the Borrower is a United States Person, a Lender that is not a United States Person, and (b) if

the Borrower is not a United States Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in

which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District

of Columbia shall be deemed to constitute a single jurisdiction.

“FRB”

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

“Fund”

means any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary

benefit of, a natural Person)) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar

extensions of credit in the ordinary course of its activities.

-11-

“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

Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national

bodies such as the European Union or the European Central Bank).

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing

any Indebtedness payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including

any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of)

such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such

Indebtedness of the payment of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement

condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness,

or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment thereof

or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing

any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise,

of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the

stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if

not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person

in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors”

means, each Person, if any, that executes a Guaranty.

“Guaranty”

means, collectively, each guaranty of the Obligations made by a Guarantor in favor of the Administrative Agent and the Lenders, in form

and substance reasonably satisfactory to the Administrative Agent.

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities

in accordance with GAAP:

(a) all

obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements

or other similar instruments;

(b) all

direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,

bank guaranties, surety bonds and similar instruments;

obligations of such Person under any Swap Contract;

(d) all

obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary

course of business and excluding obligations in respect of deferred compensation or equity-based compensation to employees);

-12-

(e) indebtedness

(excluding prepaid interest thereon) of the type described in the foregoing clauses (a) through (d) above and (f) through (h) below secured

by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title

retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (provided that,

if such Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in

an amount equal to the lesser of (i) the aggregate unpaid amount of Indebtedness secured by such Lien and (ii) the fair market value

of the property to which such Lien relates as determined in good faith by such Person);

(f) Capital

Leases and Synthetic Lease Obligations;

(g) all

obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such

Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation

preference plus accrued and unpaid dividends; and

(h) all

Guarantees of such Person in respect of any of the foregoing.

For

all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a

joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer,

unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any

date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation

as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. Indebtedness shall not

include (i) any of the foregoing clauses (a) through (h)

of this definition of any Excluded Entity, except to the extent there is recourse for such obligation to the Borrower or any

Subsidiary (other than an Excluded Entity), (ii) earn-outs and contingent payments in respect of acquisitions except to the extent that

the liability on account of such earn-out or contingent payment becomes fixed and is required by GAAP to be reflected on the consolidated

balance sheet of the Borrower and its Subsidiaries and is due and payable and remains unpaid for a period of thirty (30) days, or (iii)

any obligations or liabilities arising under or in connection with any annuities, insurance policies, insurance contracts or any other

similar agreements. Any Indebtedness for which proceeds have been escrowed or otherwise deposited to repay, defease, redeem or satisfy

and discharge such Indebtedness shall not be deemed outstanding.

“Indemnified

Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of

any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause

(a), Other Taxes.

“Indemnitees”

has the meaning specified in Section 10.04(b).

“Information”

has the meaning specified in Section 10.07.

“Increase

Effective Date” has the meaning specified in Section 2.12(c).

“Increasing

Lender” has the meaning specified in Section 2.12(b).

“Interest

Payment Date” means, (a) as to any Loan other than a Base Rate Loan or a Daily Simple SOFR Loan, the last day of each

Interest Period applicable to such Loan and the Maturity Date; provided,

however, that if any Interest Period for any such Loan exceeds

three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment

Dates; and (b) as to any Base Rate Loan or Daily Simple SOFR Loan, the last Business Day of each March, June, September and December

and the Maturity Date.

-13-

“Interest

Period” means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted

to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed

Loan Notice (in the case of each requested Interest Period, subject to availability); provided

that:

(i) any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,

in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the

next preceding Business Day;

(ii) any

Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there

is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the

calendar month at the end of such Interest Period; and

(iii) no

Interest Period shall extend beyond the Maturity Date.

“IRS”

means the United States Internal Revenue Service.

“Joinder

Agreement” has the meaning specified in Section 2.12(b).

“Laws”

means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,

codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental

Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not

having the force of law.

“Lender”

has the meaning specified in the introductory paragraph hereto.

“Lender

Party” and “Lender Recipient Party”

means collectively, the Lenders.

“Lending

Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative

Questionnaire, or such other office or offices as a Lender may from time to time notify in writing the Borrower and the Administrative

Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless

the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Leverage

Ratio Increase Election” has the meaning specified in Section

7.08.

“Leverage

Ratio Increase Period” has the meaning specified in Section

7.08.

“Lien”

means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance

on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement

in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement,

any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic

effect as any of the foregoing).

-14-

“Loan”

means an extension of credit by a Lender to the Borrower under Article II

in the form of a Committed Loan.

“Loan

Documents” means this Agreement, including schedules and exhibits hereto, each Note, any Guaranty, the Fee Letter and

any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any other Loan Document.

“Loan

Parties” means, collectively, the Borrower and each Guarantor (if any).

“Material

Adverse Effect” means a material adverse effect on (a) the business, operations, property or financial condition of

the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its payment obligations under any Loan

Document to which it is a party or (c) the validity or enforceability against the Borrower of any Loan Document to which it is a party

or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Material

Subsidiary” means, at any time, Subsidiaries of the Borrower which, together with their respective Subsidiaries, individually

or in the aggregate, (a) contribute at least ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries for the

four consecutive fiscal quarters of the Borrower most recently ended or (b) constitute at least ten percent (10%) of the consolidated

assets of the Borrower and its Subsidiaries as of the last day of the most recently ended fiscal quarter, in each case, determined by

reference to the financial statements most recently delivered to the Administrative Agent and the Lenders.

“Maturity

Date” means July 30, 2031; provided, however,

that, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer

Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower

or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated

to make contributions.

“Multiple

Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate)

at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all

Lenders or all affected Lenders in accordance with the terms of Section 10.01

and (b) has been approved by the Required Lenders.

“Non-Defaulting

Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Recourse

CIV Indebtedness” means Indebtedness of any sponsored investment vehicle which is Consolidated and reported on the Borrower’s

financial statements (each, a “CIV”) to the extent

that the holders of such Indebtedness have no recourse to the general assets (other than the amounts invested by the Borrower or its

Subsidiaries in each such CIV) or credit of the Borrower or its Subsidiaries.

-15-

“Non-Recourse

Indebtedness” means (i) Indebtedness of a Permitted Purchaser pursuant to a Permitted True Sale Transaction (so long

as the holders of such Indebtedness have no recourse to the general assets or credit of the Borrower or its Subsidiaries (other than

such Permitted Purchasers)) and (ii) Non-Recourse CIV Indebtedness.

“Note”

means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of

Exhibit B.

“Notice

of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of

Exhibit F or such other form as may be approved by the Administrative

Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),

appropriately completed and signed by a Responsible Officer.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or

otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due

or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against

any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,

regardless of whether such interest and fees are allowed claims in such proceeding; provided that, without limiting the foregoing, the

Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable

by any Loan Party under any Loan Document and (b) the obligation of the Loan Parties to reimburse any amount in respect of any of

the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf

of the Loan Parties.

“OFAC”

means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization

Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the

bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited

liability company, the certificate or articles of formation or organization and operating or limited liability agreement; and (c) with

respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable

agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with

its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if

applicable, any certificate or articles of formation or organization of such entity.

“Other

Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection

between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,

become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged

in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that

arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection

of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes

imposed with respect to an assignment (other than an assignment made pursuant to Section

3.06).

-16-

“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, or any similar law or regulation, as of

the Closing Date and as codified at 31 C.F.R. § 850.101 et seq.

“Outstanding

Amount” means with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after

giving effect to any borrowings and prepayments or repayments of Committed Loans, as the case may be, occurring on such date.

“Participant”

has the meaning specified in Section 10.06(d).

“Participant

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension

Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans

and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension

Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained

or is contributed to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability

and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted

Holder” means (i) Charles B. Johnson, (ii) Rupert H. Johnson, Jr., (iii) any Permitted Holder Related Party of Charles

B. Johnson or Rupert H. Johnson, Jr., and (iv) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of

the Exchange Act or any successor provision) of which any of the foregoing are members; provided

that in the case of such “group” and without giving effect to the existence of such “group” or any

other “group,” such Persons specified in clauses (i),

(ii) or (iii)

above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the voting Equity

Interests of the Borrower or any of its direct or indirect parent entities held by such “group.”

“Permitted

Holder Related Party” shall mean with respect to Charles B. Johnson and Rupert H. Johnson, Jr., (i) any spouse or lineal

descendant of such Person, (ii) any trust, corporation or partnership or other entity of which a 50% or more controlling interest is

held by the beneficiaries, stockholders, partners or owners who are either Charles B. Johnson, Rupert H. Johnson, Jr., any of the persons

described in clause (i) above or any combination of these identified relationships and (iii) any trust or charitable foundation or similar

entity controlled by Charles B. Johnson, Rupert H. Johnson, Jr. or any of the persons described in clause (i) above.

“Permitted

Purchaser” means a Subsidiary or a financial institution or trust that purchases 12b-1 or Other Fees in connection with

a Permitted True Sale Transaction.

“Permitted

Recourse Financing Transaction” means a pledge by the Borrower or a Subsidiary of 12b-1 or Other Fees to a third party

in order to secure Indebtedness extended by such third party to the Borrower or such Subsidiary.

“Permitted

Transaction” means a Permitted True Sale Transaction or a Permitted Recourse Financing Transaction.

-17-

“Permitted

True Sale Transaction” means a sale by the Borrower or a Subsidiary of 12b-1 or Other Fees to a Permitted Purchaser

in a true sale transaction without recourse based upon the collectability of the 12b-1 or Other Fees sold and the sale or pledge of such

12b-1 or Other Fees (or an interest therein) by such Permitted Purchaser, in each case without any Guarantee by, or other recourse to

or credit support by, the Borrower or any Subsidiary or recourse to any assets of the Borrower or any Subsidiary other than customary

recourse in similar transactions.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees

of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf

of any of its employees.

“Platform”

has the meaning specified in Section 6.02.

“PTE”

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

to time.

“Public

Lender” has the meaning specified in Section 6.02.

“Recipient”

means the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any

Loan Party hereunder.

“Register”

has the meaning specified in Section 10.06(c).

“Regulation

U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder

or thereof.

“Related

Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,

agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s

Affiliates.

“Relevant

Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York,

or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of

New York, or any successor thereto.

“Reportable

Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice

period has been waived.

“Request

for Credit Extension” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed

Loan Notice.

“Required

Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures

of all Lenders; provided, that, additionally, so long as there

are three (3) or fewer unaffiliated Lenders, Required Lenders shall be comprised of at least two (2) unaffiliated Lenders. The Total

Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided,

further that, this definition is subject to Section

3.03.

“Rescindable

Amount” has the meaning as defined in Section 2.10(b).

-18-

“Resolution

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

“Responsible

Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, treasurer,

assistant treasurer, controller, senior vice president, or vice president of a Loan Party, solely for purposes of the delivery of incumbency

certificates pursuant to Section 4.01, the secretary or any assistant

secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable

Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of

the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any

document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized

by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively

presumed to have acted on behalf of such Loan Party.

“Revolving

Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding

Committed Loans at such time.

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including without limitation, OFAC, the United States Department

of Treasury or United States Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury

(“HMT”), the Hong Kong Monetary Authority or other relevant sanctions authority.

“Scheduled

Unavailability Date” has the meaning specified in Section

3.03(b).

“SEC”

means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“SOFR”

means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,

or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person;

provided, however, that a Subsidiary shall not include any Excluded

Entity. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer

to a Subsidiary or Subsidiaries of the Borrower.

“Successor

Rate” has the meaning specified in Section 3.03(b).

“Swap

Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,

commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond

index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign

exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including

any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,

and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or

governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign

Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement.

-19-

“Swap

Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any

legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have

been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to

the date referenced in clause (a), the amount(s) determined as

the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations

provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic

Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax

retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet

of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of

such Person (without regard to accounting treatment).

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term

SOFR” means:

(a) for

any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities

Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided,

that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the

first U.S. Government Securities Business Day immediately prior thereto; and

(b) for

any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2)

U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided

that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen

Rate on the first U.S. Government Securities Business Day immediately prior thereto;

provided

that if Term SOFR determined in accordance with either of the foregoing clauses

(a) or (b) of this definition would otherwise be less

than zero, Term SOFR shall be deemed zero for purposes of this Agreement.

“Term

SOFR Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term

SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory

to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing

such quotations as may be designated by the Administrative Agent from time to time).

-20-

“Threshold

Amount” means $350,000,000.00.

“Total

Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender

at such time.

“Total

Outstandings” means the aggregate Outstanding Amount of all Loans.

“12b-1

or Other Fees” means charges and fees, permitted by Rule 12b-1 of the Investment Company Act of 1940, payable by an

investor in a fund offered by the Borrower or any Subsidiary, and other similar charges and fees.

“Type”

means, with respect to a Committed Loan, its character as a Base Rate Loan, a Daily Simple SOFR Loan or a Term SOFR Loan.

“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 subject to IFPRU 11.6 of the FCA Handbook (as

amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions

and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK

Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for

the resolution of any UK Financial Institution.

“United

States” and “U.S.” mean the United

States of America.

“United

States Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the

Code.

“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.

“U.S.

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.

Tax Compliance Certificate” has the meaning specified in Section

3.01(g)(ii)(B)(III).

“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.

-21-

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,

unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”

“includes” and “including”

shall be deemed to be followed by the phrase “without limitation.”

The word “will” shall be construed to have the same

meaning and effect as the word “shall.” Unless the

context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization

Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented

or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other

Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii)

the words “hereto,” “herein,”

“hereof” and “hereunder,”

and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not

to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed

to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference

to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any

reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified

or supplemented from time to time, and (vi) the words “asset”

and “property” shall be construed to have the same

meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and

contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from”

means “from and including;” the words “to”

and “until” each mean “to

but excluding;” and the word “through”

means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the

interpretation of this Agreement or any other Loan Document.

(d) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer,

or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series

of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,

amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person.

Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability

company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and

all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement

shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent

with that used in preparing the Audited Financial Statements, except

as otherwise specifically prescribed herein. Notwithstanding the foregoing, (i) for purposes of determining compliance with any covenant

(including the 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 and (ii) any lease (or similar arrangement conveying the right to use) that was treated as an operating lease for

purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update

842 (“ASU 842”) shall not be treated as Indebtedness,

Attributable Indebtedness, a Synthetic Lease Obligation or a Capital Lease and shall continue to be treated as an operating lease (and

any future lease or similar arrangement conveying the right to use), without giving effect to the implementation of ASC 842, in each

case, for all purposes of Indebtedness, Attributable Indebtedness, Synthetic Lease Obligation or as Capital Lease under this Agreement.

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(b) Changes in GAAP. If at any time any change in GAAP 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 (subject to the approval of the Required Lenders); provided

that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such

change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents

required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio

or requirement made before and after giving effect to such change in GAAP.

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower

and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar

reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant

to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement

shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number

of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there

is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references

to Eastern time (daylight or standard, as applicable).

1.06 Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall

the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference

rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related

spread or other adjustment (if any)) that is an alternative or replacement for or successor to any such rate (including, without limitation,

any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The

Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference

rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any

component of any of the foregoing) or any related spread or other adjustments thereto (if any), in each case, in a manner adverse to

the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any

reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate)

(or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the

Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental

or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any

error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof)

provided by any such information source or service.

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ARTICLE

II the COMMITMENTS and Credit Extensions

2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally

agrees to make loans in Dollars (each such loan, a “Committed Loan”)

to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time

outstanding the amount of such Lender’s Commitment; provided,

however, that after giving effect to any Committed Borrowing,

(i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not

exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions

hereof, the Borrower may borrow under this Section 2.01, prepay

under Section 2.03, and reborrow under this Section

2.01. Committed Loans may be Base Rate Loans, Daily Simple SOFR Loans or Term SOFR Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Committed Loans.

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Term SOFR Loans

shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a

Committed Loan Notice; provided, that any telephonic notice must

be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received

by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion

to or continuation of Term SOFR Loans and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily Simple SOFR Loans or

of any conversion of Term SOFR Loans to Base Rate Loans or Daily Simple SOFR Loans. Each Borrowing of, conversion to or continuation

of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of

or conversion to Base Rate Loans or Daily Simple SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000

in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion

of Committed Loans from one Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion

or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted

or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable,

the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan

Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans

shall be made as, or converted to, Daily Simple SOFR Loans. Any such automatic conversion to Base Rate Loans shall be effective as of

the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing

of, conversion to, or continuation of Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it

will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its

Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower,

the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding

subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed 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 Business Day specified

in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section

4.02 (and, if such Borrowing is the initial Credit Extension, Section

4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the

Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds

or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative

Agent by the Borrower.

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(c) Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period

for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans

or Daily Simple SOFR Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Daily Simple

SOFR Loans and any Interest Period for Term SOFR Loans upon determination of such interest rate.

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations

of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of

its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,

pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(g) With respect to SOFR, Daily Simple SOFR or Term SOFR the Administrative Agent will have the right to make Conforming Changes from

time to time (in consultation with the Borrower) and, notwithstanding anything to the contrary herein or in any other Loan Document,

any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to

this Agreement or any other Loan Document; provided, that, with

respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes

to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03 Prepayments.

(a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan

Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided

that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days prior

to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans or Daily Simple SOFR Loans; (ii) any

prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii)

any prepayment of Base Rate Loans or Daily Simple SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000

in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) such notice may be conditioned

upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative

Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount

of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s)

of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such

Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment

and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall

be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts

required pursuant to Section 3.05. Subject to Section

2.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable

Percentages.

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(b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately

prepay Loans in an aggregate amount equal to such excess.

2.04 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative

Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided

that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior

to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole

multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving

effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) a

notice of termination under this Section 2.04 may state that such

notice is conditioned upon the effectiveness of other credit facilities or any other transaction, in which case such notice may be revoked

by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.

Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage.

All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such

termination.

2.05 Repayment of Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate

principal amount of Committed Loans outstanding on such date.

2.06 Interest.

(a) Subject to the provisions of subsection (b) below, (i)

each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal

to the sum of Term SOFR for such Interest Period plus the Applicable

Rate, (ii) each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing

date at a rate per annum equal to Daily Simple SOFR plus the Applicable

Rate, and (iii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date

at a rate per annum equal to the Base Rate plus the Applicable

Rate.

(b) (i) If any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace

periods), whether at stated maturity, by acceleration or otherwise, then the Administrative Agent may (or upon the request of the Required

Lenders, shall) require that such overdue amount thereafter bear interest at a fluctuating interest rate per annum at all times equal

to the Default Rate to the fullest extent permitted by Applicable Laws.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times

as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,

and before and after the commencement of any proceeding under any Debtor Relief Law.

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2.07 Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its

Applicable Percentage, a commitment fee (the “Commitment Fee”)

equal to the Applicable Rate for the Commitment Fee times the

actual daily amount by which the Aggregate Commitments exceed the Outstanding Amount of Committed Loans, subject to adjustment as provided

in Section 2.13. For the avoidance of doubt, the Commitment Fee

shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article

IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and

December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment

Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily

amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate

was in effect.

(b) Other Fees. (i) The Borrower shall pay to BofA Securities and the Administrative Agent for their own respective accounts

fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable

for any reason whatsoever. (ii) The Borrower shall pay to any Lender such fees (if any) as shall have been separately agreed upon in

writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason

whatsoever.

2.08 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including

Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and

actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed

(which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue

on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the

Loan or such portion is paid, provided that any Loan that is repaid

on the same day on which it is made shall, subject to Section 2.10(a),

bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and

binding for all purposes, absent manifest error.

2.09 Evidence of Debt. The Credit Extensions made by each Lender shall be evidenced by one or more

accounts or records maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain the Register

in accordance with Section 10.06(c). The accounts or records maintained

by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and

the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the

obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the

accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the

request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative

Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules

to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.10 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for

any counterclaim, defense, recoupment or setoff (except as set forth in Section

3.01(b)). Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative

Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars

and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute

to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by

wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed

received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by

the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension

of time shall be reflected in computing interest or fees, as the case may be.

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(b) (i) Funding by Lenders; Presumption by Administrative Agent.

Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Term

SOFR Loans (or, in the case of any Committed Borrowing of (x) Base Rate Loans, prior to 12:00 noon and (y) Daily Simple SOFR Loans, prior

to 12:00 p.m., in each case, on the date of such Committed Borrowing) that such Lender will not make available to the Administrative

Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share

available on such date in accordance with Section 2.02 (or, in

the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time

required by Section 2.02) and may, in reliance upon such assumption,

make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed

Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative

Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including

the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the

case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent

in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily

charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the

interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for

the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by

the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the

amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower

shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative

Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice

from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder

that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date

in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due.

With

respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent

determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to

as the “Rescindable Amount”): (1) the

Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower

(whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each

of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount

so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount

is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a

rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause

(b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to

be made by such Lender as provided in the foregoing provisions of this Article

II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable

Credit Extension set forth in Article IV are not satisfied or

waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender)

to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant

to Section 10.04(c) are several and not joint. The failure of

any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section

10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such

date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation

or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular

place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular

place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay

fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest

and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due

to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance

with the amounts of principal then due to such parties.

2.11 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim

or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, then the Lender receiving

such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations

in the Committed Loans, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared

by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans

and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,

such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

and

(ii) the provisions of this Section 2.11 shall not be construed

to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement

(including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration

for the assignment of or sale of a participation in any of its Committed Loans to any assignee or participant, other than an assignment

to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.11

shall apply).

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The

Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring

a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect

to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.12 Increase in Commitments.

(a) Request for Increase. Provided no Event of Default has occurred and is continuing or would result therefrom, upon notice

to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time (including on the Closing Date),

request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $500,000,000; provided,

that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and (ii) no Lender shall be obligated to increase

its Commitment.

(b) Increasing Lenders. Each increase in the Aggregate Commitments pursuant to Section

2.12(a) may be provided by the Lenders (other than any Defaulting Lender) or any Eligible Assignees designated by the Borrower

that are willing to provide such increase (together with any existing Lender participating in such increase, each, an “Increasing

Lender”) and to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the

Administrative Agent (each, a “Joinder Agreement”),

pursuant to which such Increasing Lender shall become a party to this Agreement. Nothing contained herein shall constitute, or otherwise

be deemed to be, a commitment on the part of any existing Lender to increase its commitments hereunder.

2.12, the Administrative Agent and the Borrower shall determine the effective date (the “Increase

Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower

and the Lenders (including the Increasing Lenders) of the final allocation of such increase and the Increase Effective Date. Each of

the parties hereto agrees that, upon the Increase Effective Date, this Agreement shall be deemed amended to the extent (but only to the

extent) necessary to reflect the existence of the additional Aggregate Commitments and additional Loans evidenced thereby and the Administrative

Agent, each applicable Increasing Lender and the Borrower may revise this agreement to evidence such additional Aggregate Commitments

and additional Loans (and, for the avoidance of doubt, no consent of any Lender that is not an Increasing Lender will be required to

effect the revisions contemplated by this Section 2.12(c)).

(d) Conditions to Effectiveness of Increase. As conditions precedent to such increase, (A) each of the representations and

warranties contained in Article V and the other Loan Documents

shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations

and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except

to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct

in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already

are qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.12,

the representations and warranties contained in subsections (a)

and (b) of Section

5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections

(a) and (b), respectively, of Section

6.01, (B) no Event of Default shall have occurred and be continuing or would result therefrom and (C) if applicable, the Borrower

shall have delivered to the Administrative Agent a Joinder Agreement executed by the Borrower, the applicable Increasing Lenders(s) and

acknowledged by the Administrative Agent. On the Increase Effective Date (i) each relevant Increasing Lender shall make available to

the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of

the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments

to such other Lenders, each Lender’s portion of the outstanding Loans to equal its Applicable Percentage of the Loans outstanding

after giving effect to the increase in the Aggregate Commitments, and (ii) the Borrower shall be deemed to have repaid and reborrowed

all outstanding Loans as of the Increase Effective Date (with such reborrowing to consist of the Types of Loans, with related Interest

Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.02).

The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued

interest on the amount prepaid and, in respect of each Term SOFR Loan and shall be subject to indemnification by the Borrower pursuant

to the provisions of Section 3.05 if the deemed payment occurs

other than on the last day of the related Interest Periods.

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(e) Conflicting Provisions. This Section 2.12 shall

supersede any provisions in Section 2.11 or Section

10.01 to the contrary.

2.13 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,

then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(b) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent

with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section

10.01.

(c) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent

for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article

VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section

10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first,

to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,

as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting

Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third,

if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x)

satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth,

to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth,

so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of

a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement; and sixth, to

such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided

that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has

not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section

4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro

rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the

Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting

Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting

Lender, and each Lender irrevocably consents hereto.

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(d) Certain Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section

2.07 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such

fee that otherwise would have been required to have been paid to that Defaulting Lender).

2.14 Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing

that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective

date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at

par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be

necessary to cause the Committed Loans to be held pro rata by the Lenders in accordance with the Commitments, whereupon such Lender will

cease to be a Defaulting Lender; provided that no adjustments

will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting

Lender; and provided, further,

that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE

III TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Defined Terms. For purposes of this Section 3.01,

the term “Applicable Law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document

shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined

in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment

by the applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and

shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if

such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such

deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section

3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding

been made.

(c) Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance

with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor,

for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under

this Section 3.01) payable or paid by such Recipient or required

to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether

or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as

to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the

Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days

after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not

already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so),

(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d)

relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each

case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising

therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive

absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing

to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any

amount due to the Administrative Agent under this clause (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority as

provided in this Section 3.01, the Borrower shall deliver to the

Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy

of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative

Agent.

(g) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan

Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the

Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent

as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably

requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably

requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or

not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the

preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section

3.01(g)(ii)(A), (ii)(B) and (ii)(D)

below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject

such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a United States Person,

(A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on

which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower

or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding

tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever

of the following is applicable:

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(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect

to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from,

or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of

such tax treaty;

(II) executed copies of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,

(x) a certificate substantially in the form of Exhibit E-1 to

the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent

shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”

described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance

Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,

IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit

E-2 or Exhibit E-3, IRS Form W-9, and/or other certification

documents from each beneficial owner, as applicable; provided

that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio

interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit

E-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed

copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding

Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or

the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such

Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)

of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by

law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable

Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower

or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under

FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct

and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA

after the date of this Agreement.

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(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section

3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify

the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation

to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted

from funds paid for the account of such Lender, as the case may be. If any Recipient 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 by the Borrower or with respect to which the

Borrower has paid additional amounts pursuant to this Section 3.01,

it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts

paid, by the Borrower under this Section 3.01 with respect to

the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest

(other than any interest paid by the relevant Governmental Authority with respect to such refund), provided

that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties,

interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to

repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the applicable

Recipient be required to pay any amount to the Borrower pursuant to this clause (h) the payment of which would place the Recipient in

a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise

to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect

to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its Tax returns (or

any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(i) Survival. Each party’s obligations under this Section

3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement

of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental

Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest

is determined by reference to SOFR, Daily Simple SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, Daily Simple

SOFR or Term SOFR then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of

such Lender to make or continue Loans based upon SOFR or to convert Base Rate Loans to Loans based upon SOFR shall be suspended, and

(b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined

by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary

to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in

each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination

no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative

Agent), prepay or, if applicable, convert all Loans based upon SOFR of such Lender to Base Rate Loans (the interest rate on which Base

Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to

the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue

to maintain such Loans based upon SOFR to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans based

upon SOFR and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative

Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component

thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine

or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the

amount so prepaid or converted, together with any additional amounts required pursuant to Section

3.05.

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3.03 Inability to Determine Rates.

(a) Inability to Determine Rates. If in connection with any request for a Term SOFR Loan or Daily Simple SOFR Loan or a conversion

of Base Rate Loans to Term SOFR Loans or Daily Simple SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative

Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance

with Section 3.03(b), and the circumstances under clause (i) of

Section 3.03(b) or the Scheduled Unavailability Date has occurred

or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect

to a proposed Term SOFR Loan or Daily Simple SOFR with respect to any Daily Simple SOFR Loan or in connection with an existing or proposed

Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested

Interest Period with respect to a proposed Term SOFR Loan, or Daily Simple SOFR with respect to any Daily Simple SOFR Loan, does not

adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower

and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or Daily Simple SOFR Loans or to convert

Base Rate Loans to Term SOFR Loans or Daily Simple SOFR Loans, shall be suspended (to the extent of the affected Daily Simple SOFR Loans,

Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the

Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in

each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this

Section 3.03(a), until the Administrative Agent upon instruction

of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing

of, or conversion to, or continuation of Daily Simple SOFR Loans or Term SOFR Loans (to the extent of the affected Daily Simple SOFR

Loans, Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed

Borrowing of Base Rate Loans in the amount specified therein, (ii) any outstanding Daily Simple SOFR Loans shall be deemed to have been

converted to Base Rate Loans immediately and (iii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate

Loans immediately at the end of their respective applicable Interest Period.

(b) Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan

Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or

Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower

or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR,

including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances

are unlikely to be temporary; or

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(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative

Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement

identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate

shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated

loans, or shall or will otherwise cease; provided, that,

at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue

to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month

interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled

Unavailability Date”);

then,

on a date and time determined by the Administrative Agent (any such date, the “Term

SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, at the end of an Interest Period or on

the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than

the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR, in each case,

without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor

Rate”).

the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Notwithstanding

anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the

Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section

3.03(b)(i) or 3.03(b)(ii) have occurred with respect

to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement and the other

Loan Documents solely for the purpose of replacing Term SOFR, Daily Simple SOFR or any then current Successor Rate in accordance with

this Section 3.03(b) at the end of any Interest Period, relevant

interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration

to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United

States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due

consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented

in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor

Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have

posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have

delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The

Administrative Agent will promptly (in one or more notices) notify each Lender of the implementation of any Successor Rate.

Any

Successor Rate shall be applied in a manner consistent with market practice; provided,

that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied

in a manner as otherwise reasonably determined by the Administrative Agent.

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Notwithstanding

anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be

deemed to be zero for the purposes of this Agreement and the other Loan Documents.

connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes (in consultation

with the Borrower) from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments

implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement;

provided that, with respect to any such amendment effected, the

Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly

after such amendment becomes effective.

For

purposes of this Section 3.03, those Lenders that either have

not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination

of Required Lenders.

3.04 Increased Costs.

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against

assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the

definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its

deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this

Agreement or any Loans based upon SOFR made by such Lender;

and

the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any

Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender reduce the amount of any sum received

or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will

pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such

additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such

Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing

the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence

of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s

holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies

of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender,

as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such

reduction suffered.

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(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such

Lender or its holding company, as the case may be, as specified in clauses

(a) or (b) of this Section

3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case

may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions

of this Section 3.04 shall not constitute a waiver of such Lender’s

right to demand such compensation, provided that the Borrower

shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section

3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as

the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s

intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,

then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)

from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense

(excluding any loss of profit or margin) incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of

the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or

convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by

the Borrower pursuant to Section 10.13;

including

any loss or expense (excluding any loss of profit or margin) arising from the liquidation or reemployment of funds obtained by it to

maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending

Office, provided that the exercise of this option shall not affect

the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation

under Section 3.04, or requires the Borrower to pay any Indemnified

Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section

3.01, or if any Lender gives a notice pursuant to Section 3.02,

then at the request of the Borrower such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office

for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,

if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section

3.01 or 3.04, as the case may be, in the future, or

eliminate the need for the notice pursuant to Section 3.02, as

applicable, and (ii) in each case, would not subject such Lender, as the case may be, to any unreimbursed cost or expense and would not

otherwise be disadvantageous to such Lender, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses

incurred by any Lender in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section

3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental

Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section

3.06(a), the Borrower may replace such Lender in accordance with Section

10.13.

3.07 Survival. All of the Borrower’s obligations under this Article

III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation

of the Administrative Agent.

ARTICLE

IV CONDITIONS PRECEDENT TO Credit Extensions

4.01 Conditions of Initial Credit Extension. The amendment and restatement of the Existing Credit

Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following

conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by

originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing

Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance

reasonably satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement;

(ii) a Note executed by the Borrower in favor each Lender requesting a Note (to the extent requested at least three (3) Business Days

prior to the Closing Date);

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of

each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof

authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is

a party or is to be a party;

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is validly

existing and in good standing in its jurisdiction of incorporation or formation, as applicable;

(v) a favorable opinion of Ropes & Gray LLP, New York and Delaware counsel to the Loan Parties, addressed to the Administrative

Agent and each Lender, in customary form;

(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals

required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the

Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that

no such consents, licenses or approvals are so required;

(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections

4.02(a) and (b) have been satisfied, (B) that there

has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to

have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Rating;

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(viii) the Audited Financial Statements and the unaudited financial statements of the Borrower referred to in Section

5.05(a) and (b); and

(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably

may require.

(b) (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided

to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection

with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the

PATRIOT Act, in each case at least three (3) days prior to the Closing Date and (ii) at least three (3) days prior to the Closing Date,

any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered,

to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

(c) All interest and fees accrued prior to the Closing Date pursuant to the Existing Credit Agreement and any other fees required

to be paid on or before the Closing Date shall have been paid on or substantially concurrently with the Closing Date; provided

that the payment of fees and expenses of counsel shall be subject to the receipt of an invoice with respect thereto at least

two (2) Business Days prior to the Closing Date.

(d) Unless waived by the Administrative Agent, the Borrower shall have paid, on or substantially concurrently with the Closing Date,

all reasonable and documented out-of-pocket fees, charges and disbursements of one counsel to the Administrative Agent and the Lenders

collectively (directly to such counsel if requested by the Administrative Agent) to the extent invoiced in reasonable detail at least

two (2) Business Days prior to or on the Closing Date.

Without

limiting the generality of the provisions of the last paragraph of Section

9.03, for purposes of determining compliance with the conditions specified in this Section

4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied

with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless

the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for

Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation

of Term SOFR Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article

V or any other Loan Document, other than those set forth in Section

5.05(c) and Section 5.06, shall be true and correct

in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already

are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that

such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material

respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified

or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section

4.02, the representations and warranties contained in subsections

(a) and (b) of Section

5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections

(a) and (b), respectively, of Section

6.01.

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(b) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each

Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or

a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions

specified in Sections 4.02(a) and (b)

have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE

V REPRESENTATIONS AND WARRANTIES

The

Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly

existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite

power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and

carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c)

is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease

or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in

clause (b)(i) or (c),

to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party

of each Loan Document to which such Person is or is to be a party, have been duly authorized by all necessary corporate or other organizational

action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result

in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made

under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any

of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person

or its property is subject; or (c) violate any Applicable Law, except in each case referred to in clause (b) or (c), to the extent that

such breach, contravention or violation would not reasonably be expected to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization,

or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection

with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document,

except those that have been duly obtained, given or made or for which the failure to obtain or make would not reasonably be expected

to have a Material Adverse Effect.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder,

will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan

Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party

that is party thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether

enforcement is sought by proceedings in equity or at law).

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5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered

thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries

as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby

in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2026, and the related consolidated

statements of income, stockholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance

with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present,

in all material respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations,

cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses

(i) and (ii), to the absence of footnotes and to normal

year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,

that has had or would reasonably be expected to have a Material Adverse Effect.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the

knowledge of the Borrower threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against

the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this

Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate

would reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect

to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect. No Default has occurred and is continuing.

5.08 Taxes. The Borrower and each of its Subsidiaries have timely filed all federal, state and other

material tax returns and reports required to be filed, and have timely paid all federal, state and other material Taxes (whether or not

shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets

otherwise due and payable, except (i) where failure to file such tax returns or pay such taxes would not reasonably be expected to have

a Material Adverse Effect or (ii) those which are being contested in good faith by appropriate proceedings diligently conducted and for

which adequate reserves have been provided in accordance with GAAP.

5.09 ERISA Compliance.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state

laws. Except as would not reasonably be expected to have a Material Adverse Effect, each Pension Plan that is intended to be a qualified

plan under Section 401(a) of the Code has received a favorable determination letter or form of opinion letter from the Internal Revenue

Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been

determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for

such a letter or opinion is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing

has occurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status.

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(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental

Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited

transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected

to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance

that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) except

as would not reasonably be expected to have a Material Adverse Effect, as of the most recent valuation date for any Pension Plan, the

funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any

ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage

for any such plan to drop below 60% as of the most recent valuation date; (iii) neither the Borrower nor any ERISA Affiliate has incurred

any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid;

(iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c)

of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance

has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate

any Pension Plan.

(d) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets”

(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in

connection with the Loans or the Commitments.

5.10 Margin Regulations; Investment Company Act.

(a) Following the application of the proceeds of each Borrowing, not more than 25% of the value of the assets (either of the Borrower

only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section

7.01 or Section 7.04 or subject to any restriction

contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness

and within the scope of Section 8.01(e) will be margin stock.

None of the proceeds of any Loan will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of

buying or carrying any margin stock.

(b) Neither the Borrower nor any other Loan Party is or is required to be registered as an “investment company” under

the Investment Company Act of 1940.

5.11 Disclosure. (a) No written report, financial statement, certificate or other written information

furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated

hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented

by other information so furnished) when taken as a whole, contains any material misstatement of fact or omits to state any material fact

necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided

that, with respect to projected financial information, the Borrower represents only that such information was prepared in

good faith based upon assumptions believed to be reasonable at the time; it being understood and agreed, however, that projections are

as to future events and are not to be viewed as facts, that such projections are subject to significant uncertainties and contingencies,

many of which are beyond the Borrower’s control, that no assurances can be given that any particular projection will be realized

and that actual results during the period or periods covered by such projections may differ significantly from the projected results

and such differences may be material.

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(b) As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct

in all material respects.

5.12 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material

respects with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties,

except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith

by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would

not reasonably be expected to have a Material Adverse Effect.

5.13 OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower

and its Subsidiaries, any director, officer, employee, agent or affiliate thereof, is an individual or entity that is, or is owned or

controlled by one or more individuals or entities that are (a) currently the subject or target of any Sanctions, (b) included on

OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list

enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction. The Borrower and

its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted

and maintained policies and procedures reasonably designed to promote and achieve compliance with such Sanctions.

5.14 Anti-Corruption Laws. The Borrower, its Subsidiaries and their respective directors, officers,

employees and agents have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices

Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and have instituted and

maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.

5.15 Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

5.16 Covered Entities. No Loan Party is a Covered Entity.

5.17 Outbound Investment Rules. Neither the Borrower, nor any of its Subsidiaries, is a “covered

foreign person” as that term is used in the Outbound Investment Rules. Neither the Borrower, nor any of its Subsidiaries, currently

engages, or has any present intention to engage in the future, directly or indirectly, in (i) a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute

a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules,

if the Borrower were a U.S. Person or (iii) any other activity that would cause the Administrative Agent or any Lender to be in violation

of the Outbound Investment Rules or cause the Administrative Agent or any Lender to be legally prohibited by the Outbound Investment

Rules from performing under this Agreement.

ARTICLE

VI AFFIRMATIVE COVENANTS

long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification Obligations

for which no claim has been asserted) hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case

of the covenants set forth in Sections 6.01, 6.02,

and 6.03) cause each Subsidiary to:

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6.01 Financial Statements. Deliver to the Administrative Agent:

(a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance

sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,

changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures

for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and

opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in

accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification

or exception or any qualification or exception as to the scope of such audit (except, in each case, as may be required as a result of

the impending maturity of this Agreement or any other Indebtedness of the Borrower or its Subsidiaries); and

(b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal

year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related

consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then

ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s

fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter

of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief

executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting, in all material respects, the

financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance

with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

to any information contained in materials furnished pursuant to Section 6.02(b),

the Borrower shall not be separately required to furnish such information under subsection

(a) or (b) above, but the foregoing shall not be in

derogation of the obligation of the Borrower to furnish the information and materials described in subsections

(a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a)

and (b), a duly completed Compliance Certificate signed

by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative

Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original

authentic counterpart thereof for all purposes);

(b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication

sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements

which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required

to be delivered to the Administrative Agent pursuant hereto;

(c) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent

or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations,

including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and

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(d) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary

thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably

request. Notwithstanding the foregoing or anything contained in Section 6.10,

neither the Borrower nor any of its Subsidiaries will be required to provide any information pursuant to this clause

(d) or Section 6.10 to the extent that the provision

thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional

privilege; provided, that in the event that the Borrower or any

of its Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception,

the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge

that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result

in the breach of any binding contractual obligation or the loss of any professional privilege).

Documents

required to be delivered pursuant to Sections 6.01(a), 6.01(b)

or 6.02(b) may be delivered electronically and if so

delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto

on the Borrower’s website on the Internet at the website address listed on Schedule

10.02; (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any,

to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the

Administrative Agent); or (iii) on which such items have been made available on the SEC website or the website of the relevant analogous

governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “EDGAR”);

provided, that the Borrower shall deliver paper copies of such

documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request

to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation

to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility

to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for

requesting delivery to it or maintaining its copies of such documents.

The

Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available

to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower

Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic

transmission system (the “Platform”) and (b) certain

of the Lenders (each, a “Public Lender”) may have

personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective

securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’

securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly

and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently

on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the

Administrative Agent, the Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information

with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided,

however, that to the extent such Borrower Materials constitute

Information, they shall be treated as set forth in Section 10.07);

(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated

“Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials

that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public

Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

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6.03 Notices. Promptly notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of the occurrence of any ERISA Event that has had or would reasonably be expected to result in a Material Adverse Effect; and

Each

notice pursuant to this Section 6.03 shall be accompanied by a

statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action

the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section

6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been

breached.

6.04 Payment of Taxes. Pay and discharge as the same shall become due and payable, all Tax liabilities,

unless (i) the failure to do so would not reasonably be expected to have a Material Adverse Effect or (ii) the same are being contested

in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the

Borrower or such Subsidiary.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its

legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section

7.03 or 7.04; (b) take all reasonable action to maintain

all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the

extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its

registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material

Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties

and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted and (b)

make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected

to have a Material Adverse Effect.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies,

or, if the Borrower deems it consistent with prudent business practices, maintain self-insurance, in either case, insurance with respect

to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar

business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, except where

the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Applicable

Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which

(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently

conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. Maintain proper books of record and account, in which full, true and correct

entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and

business of the Borrower or such Subsidiary, as the case may be, except where the failure to do so would not reasonably be expected to

have a Material Adverse Effect.

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6.10 Visitation Rights. At any reasonable time and from time to time, permit the Administrative Agent

or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books

of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts

of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants;

provided that (i) the Borrower shall bear no expense for any such visit or inspection, except for any such which occur upon and during

the continuance of an Event of Default, (ii) any such visit and inspection shall be during normal business hours and upon at least three

(3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower, (iii) excluding any such visits and

inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any

calendar year, and (iv) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative

Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section

6.10. Notwithstanding anything to the contrary in this Section

6.10, none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or

making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets

or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective

representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) is subject to attorney-client or similar

privilege or constitutes attorney work product.

6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate purposes (including,

but not limited to acquisition financing) not in contravention of any Law or of any Loan Document.

6.12 Anti-Corruption Laws; Sanctions. Conduct its businesses in compliance in all material respects

with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation

in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures reasonably designed to promote and achieve

compliance with such laws and Sanctions.

ARTICLE

VII NEGATIVE COVENANTS

long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification Obligations

for which no claim has been asserted) hereunder shall remain unpaid or unsatisfied, the Borrower shall not, nor shall it permit any Subsidiary

to, directly or indirectly:

7.01 Liens. Create, incur, or assume any Lien upon any of its property, assets or revenues, whether

now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01

and any renewals or extensions thereof;

(c) Liens for Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently

conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in

the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and

by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable

Person in accordance with GAAP;

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(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance

and other social security legislation, regulation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety

and appeal bonds, performance bonds, financial assurances, completion obligations, and other obligations of a like nature incurred in

the ordinary course of business;

(g) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar encumbrances affecting real property

which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property

subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section

8.01(h);

(i) Liens securing Indebtedness permitted by Section 7.02(b);

provided, that no such Lien shall extend to or cover any properties

of any character other than the property or equipment being acquired; provided,

further, that individual financings of real

property, fixed or capital property, equipment or other assets provided

by a lender may be cross collateralized to other financings of equipment or other assets financed by such lender;

(j) Liens on property of a Person existing at the time such Person is merged or consolidated into or consolidated with the Borrower

or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or liens on any assets acquired by the Borrower or a Subsidiary

in connection with an acquisition or other investment permitted hereunder; provided,

that such Liens were not created in contemplation of such merger, consolidation, acquisition or investment and do not extend to any assets

other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;

(k) Liens consisting of statutory, common law or contractual setoff rights provided by the Borrower and its Subsidiaries in the ordinary

course of business;

(l) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section

7.04(e);

(m) Liens not otherwise permitted by this Section 7.01 on assets

of the Borrower and its Subsidiaries securing Indebtedness or other obligations in an aggregate principal amount which, when aggregated

with Indebtedness of Subsidiaries of the Borrower permitted by Section 7.02(e),

would not exceed the greater of (x) $650,000,000 and (y) 35.0% of Consolidated EBITDA for the most recent period of four consecutive

fiscal quarters of the Borrower for which consolidated financial statements are available;

(n) precautionary or purported Liens evidenced by the filing of UCC financing statements or similar financing statements under applicable

requirements of Law relating solely to (i) operating leases or consignment or bailee arrangements entered into in the ordinary course

of business or (ii) the sale of accounts receivable in the ordinary course of business for which a UCC financing statement or similar

financing statement is required;

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(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection

with the importation of goods;

(p) Liens securing Indebtedness permitted pursuant to Section 7.02(c)

on the relevant acquired assets or on the Equity Interests or assets of the relevant Subsidiary; provided

that such Lien (x) shall not extend to or cover any other assets (other than the proceeds or products thereof, accessions

or additions thereto and improvements thereon) and (y) was not created in contemplation of the applicable acquisition of assets or Equity

Interests;

(q) (i) Liens that are contractual rights of setoff or netting relating to (A) the establishment of depositary relations with banks

not granted in connection with the issuance of Indebtedness, (B) pooled deposit or sweep accounts of the Borrower or any Subsidiary to

permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary,

(C) purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business

and (D) commodity trading or other brokerage accounts incurred in the ordinary course of business, (ii) Liens encumbering reasonable

customary initial deposits and margin deposits, (iii) bankers Liens and rights and remedies as to deposit accounts, (iv) Liens of a collection

bank arising under Section 4-208 of the UCC on items in the ordinary course of business, (v) Liens in favor of banking or other financial

institutions arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained

with a financial institution and that are within the general parameters customary in the banking industry or arising pursuant to such

banking institution’s general terms and conditions and (vi) Liens on the proceeds of any Indebtedness incurred in connection with

any transaction permitted hereunder, which proceeds have been deposited into an escrow account on customary terms to secure such Indebtedness

pending the application of such proceeds to finance such transaction;

(r) Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any asset in the

ordinary course of business and permitted by this Agreement or (ii) by operation of law under Article 2 of the UCC (or similar requirement

of Law under any jurisdiction);

(s) Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness otherwise

permitted hereunder;

(t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and

(u) Lien on any property or asset of the Borrower or any of its Subsidiaries arising in connection with a Permitted Transaction.

7.02 Subsidiary Indebtedness. Permit, at any time, any Subsidiary of the Borrower that is not a Loan

Party to create, incur, or assume any Indebtedness other than:

(a) Indebtedness owing to (i) the Borrower or a wholly-owned Subsidiary and (ii) any other Subsidiary in an aggregate principal amount

not exceeding the greater of (x) $250,000,000 and (y) 10.0% of Consolidated EBITDA for the most recent period of four consecutive fiscal

quarters of the Borrower for which consolidated financial statements are available; provided,

that such Indebtedness shall not have been transferred to any Person other than the Borrower or wholly-owned Subsidiary or any other

Subsidiary, as applicable;

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(b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed to finance the

acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment

or other assets acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business not exceeding the purchase

price of such property or equipment or incurred solely for the purpose of financing the acquisition of any such property, equipment or

other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created

in contemplation of such acquisition that were not incurred to finance the acquisition of such property);

(c) Indebtedness of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of

the Borrower or becomes a Subsidiary of the Borrower; provided,

that such Indebtedness was not created in contemplation of such merger, consolidation or investment and do not extend to any Person other

than the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;

(d) Indebtedness existing on the date hereof and listed on Schedule 7.02

(and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the

principal amount thereof));

(e) additional Indebtedness, the aggregate principal amount of which, when combined with the aggregate principal amount of Indebtedness

of the Borrower and its Subsidiaries secured by any Lien permitted by Section

7.01(m), would not exceed the greater of (x) $650,000,000 and (y) 35.0% of Consolidated EBITDA for the most recent period

of four consecutive fiscal quarters of the Borrower for which consolidated financial statements are available;

(f) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit or similar facilities entered into

in the ordinary course of business and not in support of borrowed money (including in respect of workers compensation claims, health,

disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect

to reimbursement-type obligations regarding workers compensation claims);

(g) Guarantees incurred in respect of Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement;

(h) Indebtedness in respect of non-speculative Swap Contracts;

(i) Indebtedness in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting

services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement,

ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services, operational

foreign exchange management, current account facilities and any arrangements or services similar to any of the foregoing or otherwise

in connection with cash management, in each case incurred in the ordinary course of business;

(j) Indebtedness of the Borrower or any Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations

contained in supply arrangements, in each case, in the ordinary course of business or (iii) obligations to reacquire assets or inventory

in connection with customer financing arrangements in the ordinary course of business;

(k) Indebtedness in respect of customary “spring recourse” or “bad boy” guarantees with respect to real estate

financing transactions entered into by the Borrower or any Subsidiary; provided,

that such Guarantee is non-recourse to the Borrower or such Subsidiary other than with respect to losses resulting from customary “bad

acts” of the Borrower or such Subsidiary;

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(l) Guarantees in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as

such) involved in the clearance and settlement of transactions in, and custody of, financial assets;

(m) unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Borrower or any Subsidiary in

the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default under Section

8.01(i);

(n) Indebtedness incurred in connection with any Permitted Recourse Financing Transactions; provided,

that the aggregate principal amount of such Indebtedness pursuant to this clause

(n) shall not exceed $650,000,000 at any time outstanding; and

(o) Indebtedness incurred in connection with any Permitted True Sale Transactions by Permitted Purchasers; provided,

that the aggregate principal amount of all Indebtedness of all such Permitted Purchasers incurred in connection with such true sale transactions

shall not exceed $650,000,000 at any time outstanding.

7.03 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or

Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter

acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or

would result therefrom:

(a) any Subsidiary may merge with (i) the Borrower, provided

that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided

that when any Guarantor is merging with another Subsidiary, a Guarantor shall be the continuing or surviving Person;

(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower

or to another Subsidiary; provided that if the transferor in such

a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; and

that such merger does not result in the loss by the Borrower in any fiscal year of business operations or assets which, when

aggregated with all other such mergers pursuant to this Section 7.03(c)

and all dispositions of assets permitted by Section 7.04(f) (taking

into account the proviso in such Section 7.04(f)) for such fiscal

year, generated more than thirty percent (30%) of the consolidated operating income of the Borrower during the immediately preceding

fiscal year of the Borrower; provided, further, that no Default

shall exist or would result from such merger or consolidation.

7.04 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price

of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such

replacement property;

(c) Dispositions of property by the Borrower or any Subsidiary (i) to the Borrower or a wholly-owned Subsidiary and (ii) to any other

Subsidiary in an aggregate amount (excluding the value of such Disposition attributable to the equity of such other Subsidiary that is

owned by the Borrower or any other wholly-owned Subsidiary) for all such transfers made during any fiscal year not exceeding an amount

equal to the greater of (x) $250,000,000 and (y) 10.0% of Consolidated EBITDA for the most recent period of four consecutive fiscal quarters

of the Borrower for which consolidated financial statements are available; provided

that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

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(d) the sale, transfer or other disposition of cash, cash equivalents and securities in the ordinary course of business;

(e) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions;

(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section

7.04; provided that (i) at the time of such Disposition,

no Event of Default shall exist or would result from such Disposition and (ii) the assets disposed of pursuant to this Section

7.04(f), when aggregated with all assets subject to mergers and consolidations permitted by Section

7.03(c) (where such merger resulted in the loss by the Borrower or a Subsidiary, as applicable, of business operations or

assets), for such fiscal year, did not result in a loss by the Borrower of assets that generated in excess of thirty percent (30%) of

the consolidated operating income of the Borrower during the immediately preceding fiscal year of the Borrower; provided,

that any determination of compliance with this clause (f) shall take into account contributions to consolidated operating income

as measured on a pro forma basis for such immediately preceding fiscal year resulting from any acquisition by the Borrower or its Subsidiaries

of operating assets (or acquisition of equity securities of any Person holding such assets) that occurred during such fiscal year or

that is anticipated to occur within the twelve (12) month period immediately following the date on which the Borrower or its Subsidiary,

as applicable, shall have entered into a definitive agreement for such acquisition if such definitive agreement is entered into during

such fiscal year;

(g) the sale or other disposition of property in the ordinary course of business;

(h) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the

compromise or collection thereof;

(i) transactions permitted by Section 7.03(a) or (b);

(j) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof

or any similar proceeding);

(k) terminations or unwinds of Swap Contracts; and

(l) Dispositions of interests in Excluded Entities after the initial creation thereof to investors.

7.05 Change in Nature of Business. Engage in any material line of business substantially different

from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business reasonably related, similar

to, complementary or corollary or incidental thereto or any business activity that is a reasonable extension, development or expansion

thereof or ancillary thereto.

7.06 Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute

or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business

with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, except to the extent

permissible for a Person required to comply with Sanctions, or in any other manner that will result in a violation by any Person (including

any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions.

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7.07 Anti-Corruption Laws. Directly or, to the best knowledge of the Borrower, indirectly use the

proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery

Act 2010, and other anti-corruption legislation in other jurisdictions.

7.08 Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of

any period of four fiscal quarters of the Borrower to be greater than 3.25:1.00. Notwithstanding the foregoing, if an acquisition or

series of acquisitions involving aggregate consideration in excess of $500,000,000 occurs during any fiscal quarter, the Borrower may,

at its election, in connection with such acquisition or series of acquisitions and by delivering written notice to the Administrative

Agent within thirty (30) days following the closing of such acquisition or series of acquisitions (such notice, a “Leverage

Ratio Increase Election”) increase the required Consolidated Net Leverage Ratio pursuant to this Section

7.08 to 3.75 to 1.00, which increase shall be applicable for the fiscal quarter in which such acquisition or series of acquisitions

is consummated and the three (3) consecutive fiscal quarters thereafter (the period during which any such increase in the Consolidated

Net Leverage Ratio shall be in effect being called a “Leverage Ratio

Increase Period”); provided, that (a) there shall

be no more than two (2) Leverage Ratio Increase Elections during the term of this Agreement and (b) prior to the delivery of the second

Leverage Ratio Increase Election, either (x) the maximum Consolidated Net Leverage Ratio permitted pursuant to this Section

7.08 must return to 3.25 to 1.00 for at least two (2) consecutive fiscal quarter ends after the expiration of the first Leverage

Ratio Increase Period or (y) the actual Consolidated Net Leverage Ratio shall not exceed 2.75 to 1.00 for at least two (2) consecutive

fiscal quarter ends after the commencement of a Leverage Ratio Increase Period.

7.09 Outbound Investment Rules. The Borrower will not, and will not permit any of its Subsidiaries

to, (a) be or become a “covered foreign person”, as that term is defined in the Outbound Investment Rules, or (b) engage,

directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined

in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules, if the Borrower were a U.S. Person or (iii) any other

activity that would cause the Administrative Agent or any Lender to be in violation of the Outbound Investment Rules or cause the Administrative

Agent or any Lender to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

ARTICLE

VIII EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an event of default (each, an “Event

of Default”):

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of

principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any Loan, or any fee due hereunder, or

(iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section

6.05 (with respect to the Borrower’s existence), or Article

VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection

(a) or (b) above) contained in any Loan Document on

its part to be performed or observed and such failure continues for thirty (30) days after notice thereof shall have been given to the

Borrower by the Administrative Agent; or

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(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by

or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith

or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. (i) The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled

maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness

hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts

and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount,

or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any

instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event

is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee

or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness

to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,

prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral

in respect thereof to be demanded; provided, that clause (B) of

this Section 8.01(e)(i) shall not apply to secured Indebtedness

that becomes due as a result of the voluntary Disposition of, or a casualty or condemnation event in respect of, the property securing

such Indebtedness if such Disposition or casualty or condemnation event is permitted hereunder; or (ii) there occurs under any Swap Contract

an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which

the Borrower or any Material Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so

defined) under such Swap Contract as to which the Borrower or any Material Subsidiary is an Affected Party (as so defined) and, in either

event, the Swap Termination Value owed by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold

Amount; provided, further,

that clauses (i) and (ii)

shall not apply to any breach or default that has been cured or waived by the requisite lenders under such Indebtedness or

Swap Contract; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Material Subsidiaries institutes or consents to the institution

of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the

appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material

part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without

the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding

under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent

of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;

(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Material Subsidiary becomes unable or admits in writing its

inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process

is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded

within 60 days after its issue or levy; or

(h) Judgments. There is entered against the Borrower or any Material Subsidiary one or more final judgments or orders for the

payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered

by independent third-party insurance as to which the insurer does not dispute coverage) and any such judgments or orders shall not have

been paid, vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

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(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably

be expected to result in liability of the Borrower or any of its Material Subsidiaries to the Pension Plan, Multiemployer Plan or the

PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after

the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of

ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j) Invalidity of Guaranty. In the event that any Guaranty is ever issued in respect of the Obligations, any material provision

of any Guaranty, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder

or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests

in any manner the validity or enforceability of any material provision of any Guaranty; or any Loan Party denies in writing that it has

any or further liability or obligation under any Guaranty, or purports to revoke, terminate or rescind any material provision of any

Guaranty, in each case, only if such event would reasonably be expected to have a Material Adverse Effect; or

(k) Change of Control. There occurs any Change of Control.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative

Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing

or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided,

however, that upon the occurrence of an event described in Section

8.01(f), the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all

outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further

act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section

8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section

8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.13,

be applied by the Administrative Agent in the following order:

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First,

to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and

disbursements of counsel to the Administrative Agent and amounts payable under Article

III) payable to the Administrative Agent in its capacity as such;

Second,

to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable

to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article

III), ratably among them in proportion to the respective amounts described in this clause

Second payable to them;

Third,

to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among

the Lenders in proportion to the respective amounts described in this clause

Third payable to them;

Fourth,

to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to

the respective amounts described in this clause Fourth held by

them; and

Last,

the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

ARTICLE

IX ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints Bank of America to

act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to

take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,

together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit

of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar

term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising

under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect

only an administrative relationship between contracting parties.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the

same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative

Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise

requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates

may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally

engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative

Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent or the Arrangers, as applicable, shall not

have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall

be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Arrangers, as applicable:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

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(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and

powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed

in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in

the other Loan Documents), provided that the Administrative Agent

shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability

or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation

of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting

Lender in violation of any Debtor Relief Law;

(c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, any

credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness

of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative

Agent, any Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required

to be furnished to the Lenders by the Administrative Agent herein;

(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or

such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall

be necessary, under the circumstances as provided in Sections 10.01

and 8.02) or (ii) in the absence of its own gross negligence,

bad faith or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative

Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the

Administrative Agent by the Borrower or a Lender; and

(e) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made

in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered

hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements

or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness

or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any

condition set forth in Article IV or elsewhere herein, other than

to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and

shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing

(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have

been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to

it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.

In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction

of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent

shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with

legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable

for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise

its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative

Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or

through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the

Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with

the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent

shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction

determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence, bad faith or willful misconduct

in the selection of such sub-agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such

notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall

be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor

shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring

Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation

Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders,

appoint a successor Administrative Agent meeting the qualifications set forth above, provided

that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been

appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause

(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to

the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor.

If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or

such earlier day as shall be agreed by the Required Lenders) (the “Removal

Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal

Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity

payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations

provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time,

if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s

appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges

and duties of the retiring (or removed) Administrative Agent (other than as provided in Section

3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent

as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent

shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom

as provided above in this Section 9.06). The fees payable by the

Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the

Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the

other Loan Documents, the provisions of this Article IX and Section 10.04

shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective

Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative

Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any

capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency

to any successor Administrative Agent.

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9.07 Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders. Each Lender expressly

acknowledges that none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by

the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the

affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative

Agent or any Arranger to any Lender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material

information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and each Arranger

that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related

Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and

investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties

and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its

own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will,

independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and

based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals

and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or

any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business,

prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender represents and warrants

that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding

commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding

commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing,

acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing.

Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans

and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion

in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,

acquiring or holding such commercial loans or providing such other facilities.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the bookrunners,

Arrangers or syndication agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement

or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under

any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether

the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether

the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding

or otherwise

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(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all

other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims

of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances

of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative

Agent under Sections 2.09 and 10.04)

allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and

any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby

authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent

to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,

expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 2.09 and 10.04.

Nothing

contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any

Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize

the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.10 Guaranty Matters. Without limiting the provisions of Section

9.09, the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor

from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan

Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s

authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section

9.10.

9.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from

the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that at least one of the

following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or

more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,

the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined

by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration

of and performance of the Loans, the Commitments and this Agreement,

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(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part

VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,

participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration

of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part

I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied

with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments

and this Agreement, or

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

and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2)

a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause

(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,

from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,

the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the

Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation

in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation

or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

9.12 Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement,

if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of

an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender

Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable

Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for

each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative

Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry

rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge

for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of

a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform

each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in

part, a Rescindable Amount.

ARTICLE

X MISCELLANEOUS

10.01 Amendments, Etc. Subject to Sections

2.12 and 3.03, no amendment or waiver of any provision

of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall

be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and

acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the

specific purpose for which given; provided, however,

that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.01(a) without

the written consent of each Lender;

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(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section

8.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest,

fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each

Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to the second proviso to this Section

10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender

directly affected thereby; provided, however,

that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any

obligation of the Borrower to pay interest at the Default Rate;

(e) (i) change Section 8.03 or any other provision hereof in

a manner that would have the effect of altering the ratable reduction of Commitments, pro rata payments or pro rata sharing of payments

required hereunder without the written consent of each Lender directly affected thereby;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying

the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant

any consent hereunder, without the written consent of each Lender; and

(g) release all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent

the release of any Guarantor is permitted pursuant to Section 9.10

(in which case such release may be made by the Administrative Agent acting alone);

and,

provided, further,

that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required

above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (ii) the Fee Letter

may be amended, or the rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything

to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder

(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected

with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may

not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not

be reduced (provided, however,

that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any

obligation of the Borrower to pay interest at the Default Rate) and the principal amount of any of its Loans may not be forgiven, in

each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent

of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders

shall require the consent of such Defaulting Lender.

Notwithstanding

any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,

mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and

exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to

cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further

action or consent of any other party to this Agreement.

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10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone

(and except as provided in clause (b) below), all notices and

other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified

or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder

to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or any other Loan Party, the Administrative Agent, to the address, facsimile number, electronic mail address

or telephone number specified for such Person on Schedule 10.02;

and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative

Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire

then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices

and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have

been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that,

if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next

Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided

in sub clause (b) below, shall be effective as provided in such

clause (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic

communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative

Agent, provided that the foregoing shall not apply to notices

to any Lender pursuant to Article II if such Lender, as applicable,

has notified the Administrative Agent that it is incapable of receiving notices under such Article

II by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices

and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided

that approval of such procedures may be limited to particular notices or communications.

Unless

the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received

upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet

or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in

the foregoing clause (i) of notification that such notice

or communication is available and identifying the website address therefor; provided

that, for both clauses (i) and (ii),

if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication

shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM

LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER

CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative

Agent or any of its Related Parties (collectively, the “Agent Parties”)

have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind

(whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s

transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or

through the Internet.

(d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone

number for notices and other communications hereunder by written notice to the other parties hereto. Each other Lender may change its

address, facsimile or telephone number for notices and other communications hereunder by written notice to the Borrower and the Administrative

Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has

on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and

other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause

at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”

or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance

with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws,

to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the

Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States

Federal or state securities laws.

(e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act

upon any notices (including telephonic notices and Committed Loan Notices) purportedly given by or on behalf of the Borrower even if

(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice

specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall

indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities

resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to

and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties

hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative

Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other

Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder

preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,

powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies,

powers and privileges provided by law.

Notwithstanding

anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under

the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law

in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section

8.02 for the benefit of all the Lenders; provided,

however, that the foregoing shall not prohibit (a) the Administrative

Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)

hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section

10.08 (subject to the terms of Section 2.11), or (c)

any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative

to any Loan Party under any Debtor Relief Law; and provided, further,

that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required

Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section

8.02 and (ii) in addition to the matters set forth in clauses

(b), and (c) of the preceding proviso and subject to

Section 2.11, any Lender may, with the consent of the Required

Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable, documented and invoiced out-of-pocket expenses incurred

by the Administrative Agent and its Affiliates (including the reasonable, documented and invoiced fees charges and disbursements of counsel

for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation,

execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of

the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all

reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent and any Lender (including the fees, charges

and disbursements of (x) one counsel for the Administrative Agent and the Lenders, collectively, and (y) in the event of one or more

conflicts of interest, one additional counsel for each affected Lender or group of Lenders (and, in the case of clauses

(x) and (y), as applicable, one additional local counsel

in each applicable material jurisdiction)) in connection with the enforcement or protection of its rights (A) in connection with

this Agreement and the other Loan Documents, including its rights under this Section

10.04, or (B) in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout,

restructuring or negotiations in respect of such Loans.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each

Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)

against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the

reasonable, documented and invoiced fees, charges and disbursements (x) of one counsel for the Indemnitees, collectively, and (y) in

the event of one or more conflicts of interest, of one additional counsel for each affected Indemnitee or group of Indemnitees (and,

in the case of clauses (x) and (y),

as applicable, one additional local counsel in each applicable material jurisdiction)), incurred by any Indemnitee or asserted against

any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the

execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (including,

without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an

Electronic Record) the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation

of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related

Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section

3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim,

litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether

brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided

that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities

or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted

from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) brought by the Borrower against an Indemnitee for

material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained

a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a

claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee (other than against

any Arranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section

3.01(c), this Section 10.04(b) shall not apply with

respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required

under clauses (a) or (b)

of this Section 10.04 to be paid by it to the Administrative

Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative

Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time

that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure

at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to

be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed

expense or indemnity payment is sought); provided that the unreimbursed

expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the

Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for

the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c)

are subject to the provisions of Section 2.10(d).

(d) [Reserved].

(e) Payments. All amounts due under this Section 10.04

shall be payable not later than ten (10) Business Days after demand therefor.

(f) Survival. The agreements in this Section 10.04 and

the indemnity provisions of Section 10.02(e) shall survive

the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,

satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to

the Administrative Agent or any Lender, the Administrative Agent or any Lender exercises its right of setoff, and such payment or the

proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required

(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee,

receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such

recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative

Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus

interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from

time to time in effect. The obligations of the Lenders under clause (b)

of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer

any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender

may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions

of clause (b) of this Section, (ii) by way of participation in

accordance with the provisions of clause (d) of this Section,

or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause

(e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in

this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors

and assigns permitted hereby, Participants to the extent provided in clause

(d) of this Section 10.06 and, to the extent expressly

contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or

claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations

under this Agreement (including all or a portion of its Commitment and the Loans); provided

that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the

time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that equal

at least the amount specified in clause (b)(i)(B) of this Section

10.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum

amount need be assigned; and

(B) in any case not described in clause (b)(i)(A) of this Section

10.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment

is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined

as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade

Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the

Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent

not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning

Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii) Required

Consents. No consent shall be required for any assignment except to the extent required by clause

(b)(i)(B) of this Section 10.06 and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1)

an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate

of a Lender or an Approved Fund; provided that the Borrower shall

be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within

ten (10) Business Days after having received notice thereof; and

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(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required

for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment

and Assumption, together with a processing and recordation fee in the amount of $3,500; provided,

however, that the Administrative Agent may, in its sole discretion,

elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver

to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates

or Subsidiaries or Excluded Entities, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender

hereunder, would constitute any of the foregoing Persons described in this clause

(B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary

benefit of one or more natural Persons).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,

no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to

the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof

as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating

actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously

requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),

to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender

hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance

with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting

Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this clause (vi), then the assignee

of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause

date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the

interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning

Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under

this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations

under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections

3.01, 3.04, 3.05,

and 10.04 with respect to facts and circumstances occurring prior

to the effective date of such assignment; provided that except

to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release

of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at

its expense) shall execute and deliver a Note to the assignee Lender.

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(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain

at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic

form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and

stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).

The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall

treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this

Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time

upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent,

sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated

for the primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates

or Subsidiaries or Excluded Entities) (each, a “Participant”)

in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment

and/or the Loans owing to it); provided that (i) such Lender’s

obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto

for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders shall continue to deal solely

and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of

doubt, each Lender shall be responsible for the indemnity under Section 10.04(c)

without regard to the existence of any participation.

Any

agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right

to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided

that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to

any amendment, waiver or other modification described in the first proviso to Section

10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections

3.01, 3.04 and 3.05

to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause

(b) of this Section 10.06 (it being understood that

the documentation required under Section 3.01(g) shall be delivered

to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant

to clause (b) of this Section 10.06; provided

that such Participant (A) agrees to be subject to the provisions of Sections

3.06 and 10.13 as if it were an assignee under clause

(b) of this Section 10.06 and (B) shall not be entitled to receive

any greater payment under Sections 3.01 or 3.04,

with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive,

except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired

the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable

efforts to cooperate with the Borrower to effectuate the provisions of Section

3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits

of Section 10.08 as though it were a Lender; provided

that such Participant agrees to be subject to Section 2.11

as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of

the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)

of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant

any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information

relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person

except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form

under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent

manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation

for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in

its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under

this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure

obligations to a Federal Reserve Bank; provided that no such pledge

or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender

as a party hereto.

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the

Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to

its Affiliates, its auditors and 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 and the Administrative Agent or such

Lender will be responsible for any the non-compliance with this Section 10.07

of such a Person which it controls), (b) 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) and such Person agrees, to the extent not prohibited by applicable law, to inform the Borrower promptly thereof prior

to disclosure or, if not practicable prior to disclosure and not prohibited by law, to inform the Borrower promptly after disclosure,

(c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process and such Person agrees, to the

extent not prohibited by applicable law, to inform the Borrower promptly thereof prior to disclosure or, if not practicable prior to

disclosure and not prohibited by law, promptly after disclosure, (d) to any other party hereto, (e) 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, (f) subject to an agreement containing provisions substantially the same as those

of this Section 10.07, to (i) any assignee of or Participant in,

or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) 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 Borrower

and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating

the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in

connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the

credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly

available other than as a result of a breach of this Section 10.07,

(y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a

source other than the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received

from the Borrower or violating the terms of this Section 10.07.

In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement

to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection

with the administration of this Agreement, the other Loan Documents, and the Commitments.

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For

purposes of this Section 10.07, “Information” means

all information received from the Borrower or any Subsidiary or any of their Related Parties relating to the Borrower or any Subsidiary

or any of their respective businesses (including, with respect to any proposed acquisition of which the recipient of such information

has knowledge, the target of such proposed acquisition), other than any such information that is available to the Administrative Agent,

any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided

that, in the case of information received from the Borrower 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 10.07 shall be considered to have complied with its

obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such

Person would accord to its own confidential information.

Each

of the Administrative Agent, the Lenders acknowledges that (a) the Information may include material non-public information concerning

the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public

information and (c) it will handle such material non-public information in accordance with Applicable Law, including United States Federal

and state securities Laws.

The

obligations set forth in this Section 10.07 shall expire on the

first anniversary of the Maturity Date.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and

each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent

of the Administrative Agent, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or

special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at

any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations

of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates,

irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and

although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender

different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided

that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be

paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section

2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust

for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative

Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right

of setoff. The rights of each Lender and their respective Affiliates under this Section

10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective

Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,

provided that the failure to give such notice shall not affect

the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document,

the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted

by Applicable Law (the “Maximum Rate”). If the Administrative

Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal

of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,

or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable

Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments

and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout

the contemplated term of the Obligations hereunder.

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10.10 Integration; Effectiveness. This Agreement, the other Loan Documents, and any separate letter

agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the

subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter

hereof. Except as provided in Section 4.01, this Agreement shall

become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts

hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure

to the benefit of the parties hereto and their respective successors and assigns.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder

and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive

the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative

Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding

that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and

shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,

invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan

Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,

invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,

invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section

10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall

be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be

in effect only to the extent not so limited.

10.13 Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions

of Section 3.06, or if any Lender is a Defaulting Lender or a

Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party

hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such

Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required

by, Section 10.06), all of its interests, rights (other than its

existing rights to payments pursuant to Sections 3.01 and 3.04)

and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which

assignee may be another Lender, if a Lender accepts such assignment), provided

that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section

10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section

3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the

case of all other amounts);

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3.04 or payments required to be made pursuant to Section 3.01,

such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with Applicable Laws; and

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented

to the applicable amendment, waiver or consent.

Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,

the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each

party hereto agrees that (a) an assignment required pursuant to this Section

10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the

assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective

and shall be deemed to have consented to an be bound by the terms thereof; provided

that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver

such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided,

further that any such documents shall be without recourse to or

warranty by the parties thereto.

Notwithstanding

anything in this Section 10.13 to the contrary, the Lender that

acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. This Agreement and the

other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising

out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein)

and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of

NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY agrees

that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, against ANY OTHER PARTY HERETO, or any Related Party of the foregoing in any way relating to this Agreement

or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF

NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK

COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION

OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH

NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES

THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY

SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

-75-

(c) WAIVER OF VENUE. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION

10.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE

OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN

SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE

RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law,

no party hereto shall assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against any party hereto

or any indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual

damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument

contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided that nothing

in this clause (e) shall relieve any Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect,

consequential or punitive damages asserted against such Indemnitee by a third party. No party hereto or any indemnitee referred to in

clause 10.04(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials

distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission

systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for

direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final

and nonappealable judgment of a court of competent jurisdiction.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY

OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES

THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.

-76-

10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated

hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower

acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding

this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between

the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, and the Lenders, on the other hand, (B)

the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the

Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby

and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a

principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,

agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger

nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except

those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the

Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those

of the Borrower and its Affiliates, and neither the Administrative Agent, any Arranger, nor any Lender has any obligation to disclose

any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases

any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach

of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17 Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and

any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed

using Electronic Signatures. The Borrower and each of the Administrative Agent and the Lender Parties agrees that any Electronic Signature

on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature,

and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person

enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature

was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic

counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under

this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into

electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission,

delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create one or more copies of any

Communication in the form of an imaged Electronic Record (“Electronic

Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original

paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original

for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained

herein to the contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in any form or in any

format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing,

(a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender

Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower and/or any Lender

Party without further verification and (b) upon the request of the Administrative Agent or any Lender Party, any Electronic Signature

shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic

Record” and “Electronic Signature”

shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

-77-

The

Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,

in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any

other electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this

Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet

or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone

and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements

set forth in the Loan Documents for being the maker thereof).

The

Borrower and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability

of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document,

and (ii) any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely from

the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities

arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery

or transmission of any Electronic Signature.

10.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative

Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT

Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),

it is required to obtain, verify and record information that identifies the Borrower and each other Loan Party, which information includes

the name and address of the Borrower and each other Loan Party and other information that will allow such Lender or the Administrative

Agent, as applicable, to identify the Borrower and each other Loan Party in accordance with the Act. The Borrower and each other Loan

Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information

that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your

customer” and anti-money laundering rules and regulations, including the Act.

10.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Solely to the extent

any Lender that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any

Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any

liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,

may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges

and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising

hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

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

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

-78-

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial

Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares

or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement

or any other Loan Document; or

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

Resolution Authority.

10.20 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide

support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC

Credit Support”, and each such QFC, a “Supported QFC”),

the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under

the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations

promulgated thereunder, the “U.S. Special Resolution Regimes”)

in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents

and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other

state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered

Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and

the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and

any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same

extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and

any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.

In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution

Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be

exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under

the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state

of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect

to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in this Section 10.20, the following terms have

the following meanings:

“BHC

Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance

with, 12 U.S.C. 1841(k)) of such party.

“Covered

Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance

with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§

252.81, 47.2 or 382.1, as applicable.

-79-

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

10.21 Amendment and Restatement.

(a) The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously

amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions,

agreements, covenants, representations and warranties set forth in this Agreement, and as of the Closing Date neither the Borrower nor

the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only

be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall,

in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of

any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing

Obligations”) or any other obligations, liabilities and indebtedness of the Borrower evidenced by or arising under the

Existing Credit Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing

Credit Agreement of Borrower to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the

Existing Credit Agreement or otherwise shall be deemed Obligations of Borrower pursuant to the terms of this Agreement.

(b) Each of the Lenders party to this Agreement acknowledges and agrees that (i) as of the Closing Date, immediately prior to the

occurrence of the Closing Date, the Borrower has one or more outstanding Term SOFR Loans under the Existing Credit Agreement (the “Existing

Term SOFR Loans”) and (ii) on, and subject to the occurrence of, the Closing Date, the Borrower may either (A) prepay

such Existing Term SOFR Loans or (B) reallocate such Existing Term SOFR Loans among the Lenders party hereto in a manner which ensures

that Committed Loans outstanding under this Agreement are maintained on a ratable basis in accordance with the Applicable Percentages

of the Lenders party hereto. By executing this Agreement, each of the Lenders party hereto agrees that to the extent the Closing Date

is not the last day of the Interest Period applicable to such Existing Term Loans, each such Lender waives any right to compensation

pursuant to Section 3.05 which such Lender may otherwise be entitled

to in connection with such prepayment or reallocation of such Existing Term Loans on the Closing Date.

[signature

pages follow]

-80-

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the

date first above written.

FRANKLIN

RESOURCES, INC.

By:

/s/

Leeor Avigdor

Name:

Leeor

Avigdor

Title:

Executive Vice President,

Global Treasurer and Head of M&A

[Signature

Page to Second Amended and Restated Credit Agreement]

bank

of america, n.a.,

Administrative Agent

By:

/s/

Aamir Saleem

Name:

Aamir

Saleem

Title:

Vice President

[Signature

Page to Second Amended and Restated Credit Agreement]

bank

of america, n.a.,

as a Lender

By:

/s/ Daniel Chapman

Name:

Daniel Chapman

Title:

Director

[Signature

Page to Second Amended and Restated Credit Agreement]

HSBC

Bank USA, N.A.,

as a Lender

By:

/s/ Kieran Patel

Name:

Kieran Patel

Title:

Managing Director

[Signature

Page to Second Amended and Restated Credit Agreement]

Wells

Fargo Bank, National Association,

as a Lender

By:

/s/ Nikolas Broschofsky

Name:

Nikolas Broschofsky

Title:

Executive Director

[Signature

Page to Second Amended and Restated Credit Agreement]

Citibank,

N.A.,

as a Lender

By:

/s/ William Wilson

Name:

William Wilson

Title:

Vice President

[Signature

Page to Second Amended and Restated Credit Agreement]

JPMorgan

Chase Bank, N.A.,

as a Lender

By:

/s/ James Draper

Name:

James Draper

Title:

Vice President

[Signature

Page to Second Amended and Restated Credit Agreement]

Mizuho

Bank, Ltd,

as a Lender

By:

/s/ Donna DeMagistris

Name:

Donna DeMagistris

Title:

Managing Director

[Signature

Page to Second Amended and Restated Credit Agreement]

Royal

Bank of Canada,

as a Lender

By:

/s/ Saad Khan

Name:

Saad Khan

Title:

Authorized Signatory

[Signature

Page to Second Amended and Restated Credit Agreement]

Barclays

Bank PLC,

as a Lender

By:

/s/ Ronnie Glenn

Name:

Ronnie Glenn

Title:

Director

[Signature

Page to Second Amended and Restated Credit Agreement]

Goldman

Sachs Bank USA,

as a Lender

By:

/s/ Dan Starr

Name:

Dan Starr

Title:

Authorized Signatory

[Signature

Page to Second Amended and Restated Credit Agreement]

M&T

Bank,

as a Lender

By:

/s/ Edward Cotler

Name:

Edward Cotler

Title:

Director

[Signature

Page to Second Amended and Restated Credit Agreement]

Morgan

Stanley Bank, N.A.,

as a Lender

By:

/s/ Michael King

Name:

Michael King

Title:

Authorized Signatory

[Signature

Page to Second Amended and Restated Credit Agreement]

The

Bank of New York Mellon,

as a Lender

By:

/s/ Ferris Joanis

Name:

Ferris Joanis

Title:

Senior Vice President

[Signature

Page to Second Amended and Restated Credit Agreement]

SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

Lender

Commitment

Applicable

Percentage

Bank of America, N. A.

$ 170,000,000.00

11.333333334 %

HSBC Bank USA, N.A.

$ 170,000,000.00

11.333333333 %

Wells Fargo Bank, National Association

$ 170,000,000.00

11.333333333 %

Citibank, N.A.

$ 135,000,000.00

9.000000000 %

JPMorgan Chase Bank, N.A.

$ 135,000,000.00

9.000000000 %

Mizuho Bank, Ltd.

$ 135,000,000.00

9.000000000 %

Royal Bank of Canada

$ 135,000,000.00

9.000000000 %

Barclays Bank PLC

$ 90,000,000.00

6.000000000 %

Goldman Sachs Bank USA

$ 90,000,000.00

6.000000000 %

M&T Bank

$ 90,000,000.00

6.000000000 %

Morgan Stanley Bank, N.A.

$ 90,000,000.00

6.000000000 %

The Bank of New York Mellon

$ 90,000,000.00

6.000000000 %

Total

$ 1,500,000,000

100.000000000 %

SCHEDULE

7.01

EXISTING

LIENS

Entity

Name

Carrying

amount as

of 6/30/2026 (USD)

Description

of 3rd party lien or restriction

FTL

Israel Branch (F4450)

84,010

F4450

declared to the ISA that the funds on deposit are to be used exclusively for the benefit of TGTRF’s unit holders in Israel

Franklin

Templeton Investments Poland sp. z o.o. (F4418)

397,648

The

Polish social fund balance has to be used for the benefit of the employees per the Polish legislation

Franklin

Templeton Asset Management India Private Limited (F3400)

26,410,659

Amount

deposited in an escrow account with HSBC as per order of Securities Appellate Tribunal (the “SAT”) in relation to schemes

under winding up

Franklin

Templeton Trustee Services Private Limited (F3319)

5,251

This

pertains to Capital Fund and comprises an amount received, on a non repatriable basis from the Sponsor (Templeton International Inc.,

USA), as a contribution to Franklin Templeton Mutual Fund in India (the “Fund”) in accordance with the terms of the deed,

together with interest accrued thereon. The amount is held by F3319 in its fiduciary capacity as the trustee to the Fund and is intended

to be utilized only for the purposes of settlement of claims, if any, from the unit holders of the mutual fund schemes launched by

the Fund

Fiduciary

Trust Company International (F1138)

125,000

Held

at US Bank, NA for the Wisconsin State Treasurer as an indemnity fund per Wisconsin Sec 22302 - Exercise of Fiduciary Powers

Fiduciary

Trust International of the South (F1148)

250,000

Requirement

of the State of Florida to conduct business in State under Section 660.27 FL Trust/Insurance Statutes

Fiduciary

Trust International of California (F1147)

597,564

Pledged

to the Treasurer of the State of California to comply with Banking Law, Financial Code, Article 3, Sections 1540 through 1547

Franklin

Templeton Asset Management India Private Limited (F3315)

19,003,706

Represents

seed money invested in various schemes of FT Mutual Funds as per SEBI regulations

Putnam

Fiduciary Trust Company LLC (F1106)

1,269,291

Deposits

required by the New Hampshire Banking Department as part of the requirements in the state banking charter

Franklin

Templeton International Services (India) Private Limited (F3327)

8,428,775

Nonredeemable

Investments in AIF closed ended fund with tenure of 4 years

Franklin

Templeton International Services (India) Private Limited (F3327)

526,924

Regulatory

seed investments in AIF fund

Western

Asset Management Company DTVM Limitada (Brazil) (F1344)

5,715,746

Deposits

related to Brazilian tax authorities

Benefit

Street Partners LLC (F1716)

62,572,890

Security

pledged to creditors (repurchase agreement)

BSP

Group Holdings, Inc. (F1754)

134,571,924

Security

pledged to creditors (repurchase agreement)

BSP

NY LLC (F1517)

1,737,183

Security

pledged to creditors (repurchase agreement)

Total

261,696,571

SCHEDULE

7.02

EXISTING

Subsidiary INDEBTEDNESS

1. $550

million 5.625% senior notes due January 2044 issued by Legg Mason, Inc.

SCHEDULE

10.02

administrative

agent’s OFFICE;

certain ADDRESSES FOR NOTICES

BORROWER:

Franklin

Resources, Inc.

Street

Address: One Franklin Parkway

City,

State ZIP Code: San Mateo, CA 94403

Attention:

Leeor Avigdor

Telephone:

650.312.3726

Electronic

Mail:

leeor.avigdor@franklintempleton.com

globalcorporatetreasury@franklintempleton.com

Website

Address: www.franklinresources.com

Taxpayer

Identification Number: 13-2670991

ADMINISTRATIVE

AGENT:

Administrative

Agent’s Office

(for payments and requests for Credit Extensions):

Bank

of America, N.A.

Street

Address: Gateway Village – 900 Bldg., 900 W. Trade St.

Mail

Code: NC1-026-06-04

City, State ZIP Code: Charlotte, NC, 28255-0001

Attention:

Chevelle Cozart

Telephone:

(980) 388-7473

Electronic

Mail: chevell.cozart@bofa.com

ABA:

026009593

Ref:

Franklin Resources Inc.

Account

No: 1366072250600

Other

Notices:

Bank

of America, N.A.

Agency Management

Street

Address 555 California Street, 6th Floor

City,

State ZIP Code: San Francisco, CA 94104

Attention:

Aamir Saleem

Telephone:

(415) 436-2769

Facsimile:

(415) 503-5089

Electronic

Mail: aamir.saleem@bofa.com

EXHIBIT

FORM

OF COMMITTED LOAN NOTICE

Date:

___________, _____1

To: Bank

of America, N.A., as Administrative Agent

Ladies

and Gentlemen:

Reference

is made to that certain Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended, restated, extended, supplemented

or otherwise modified in writing from time to time, the “Credit Agreement;”

the terms defined therein being used herein as therein defined), among Franklin Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The

undersigned hereby requests (select one)2:

Indicate:

Borrowing

or Conversion

or Continuation

Indicate:

Requested

Amount

Indicate:

Base Rate Loan,

Daily Simple

SOFR Loan or

Term SOFR Loan

For

Term SOFR

Loans

Indicate:

Interest Period

(one, three or six

months)

The

Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section

2.01 of the Credit Agreement.

FRANKLIN

RESOURCES, INC.

By:

Name:

Title:

1 Note

to Borrower. All requests submitted under a single

Loan Notice must be effective on the same date. If multiple effective dates are needed, multiple

Loan Notices will need to be prepared and signed.

2 Note

to Borrower. For multiple borrowings, conversions

and/or continuations for a particular facility, fill out a new row for each borrowing/conversion

and/or continuation.

EXHIBIT

FORM

OF NOTE

FOR

VALUE RECEIVED, the undersigned (the “Borrower”),

hereby promises to pay to _____________________ or registered assigns (the “Lender”),

in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time

made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended,

restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit

Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time

to time party thereto, and Bank of America, N.A., as Administrative Agent.

The

Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount

is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest

shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative

Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand,

from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set

forth in the Credit Agreement.

This

Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part

subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified

in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable

all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained

by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount

and maturity of its Loans and payments with respect thereto.

The

Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,

dishonor and non-payment of this Note, except with respect to recordation of assignments in the Register.

THIS

NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE

THIS

NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature

Page Follows]

FRANKLIN

RESOURCES, INC.

By:

Name:

Title:

LoanS

AND PAYMENTS with respect thereto

Date

Type

Loan Made

Amount

Loan Made

End

Interest Period

Amount

Principal

or Interest

Paid This

Date

Outstanding

Principal

Balance This

Date

Notation

Made By

Form of Note

B-2

EXHIBIT

form

of COMPLIANCE CERTIFICATE

Financial

Statement Date: _______, ____

To: Bank

of America, N.A., as Administrative Agent

Ladies

and Gentlemen:

Reference

is made to that certain Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended, restated, extended, supplemented

or otherwise modified in writing from time to time, the “Credit Agreement;”

the terms defined therein being used herein as therein defined), among Franklin Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The

undersigned hereby certifies as of the date hereof that he/she is a Responsible Officer of the Borrower, and that, as such, he/she is

authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use

following paragraph 1 for fiscal year-end financial statements]

1. The

Borrower has delivered the year-end audited financial statements required by Section

6.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and

opinion of an independent certified public accountant required by such section.

[Use

following paragraph 1 for fiscal quarter-end financial statements]

1. The

Borrower has delivered the unaudited financial statements required by Section

6.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements

fairly present, in all material respects, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries

in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The

undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her

supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period

covered by such financial statements.

3. A

review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned, and

[select

one:]

[to

the best knowledge of the undersigned, during such fiscal period of the Borrower, no Default has occurred and is continuing.]

--or--

[to

the best knowledge of the undersigned, during such fiscal period, the following is a list of each such Default and its nature and status:]

4. The

financial covenant analyses and information set forth on Schedule 1

attached hereto are true and accurate on and as of the date of this Certificate.

Form of Compliance Certificate

WITNESS WHEREOF, the undersigned has executed this Certificate as of ,

FRANKLIN

RESOURCES, INC.

By:

Name:

Title:

Form of Compliance Certificate

C-2

For

the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE

the Compliance Certificate

($ in 000’s)

Section

7.08 – Consolidated Net Leverage Ratio.

Consolidated Funded Indebtedness at Statement Date:

Unrestricted and unencumbered (other than to the extent such restriction or encumbrance would be permitted under Section 7.01(q))

cash and Cash Equivalents of Borrower and its Subsidiaries:1

C. Consolidated EBITDA for the period ended as of ___________ (“Subject Period”):

1. Consolidated

Net Income for Subject Period:

Consolidated Interest Charges for Subject Period:

Provision for all income taxes for Subject Period:

4. Depreciation and amortization expenses for Subject Period:

Extraordinary, unusual or non-recurring expenses or losses reducing Consolidated Net Income for Subject Period:

Transaction fees, costs and expenses incurred in connection with any investments, acquisitions, dispositions, mergers, consolidations

or amalgamations (whether or not consummated) not prohibited under the Credit Agreement, and any debt financing or equity offerings

related thereto for Subject Period:

Amortization of intangibles (including, but not limited to goodwill):

Fees, costs, expenses and all other amounts attributable to, or directly or indirectly in respect of, any restructurings, business

process optimizations or other similar actions taken in connection with any acquisition, disposition or joint venture, in an aggregate

amount not to exceed 10% of Consolidated EBITDA for any period of four consecutive fiscal quarters (calculated prior to giving effect

to any adjustment pursuant to this Line 8):

Other non-cash charges, including the cumulative effect of foreign currency gains for Subject Period:

10. Income tax credits for Subject Period:

1 Which,

for clarity, shall not include such cash and Cash Equivalents (i) held by Excluded Entities

or (ii) which have been escrowed or otherwise deposited to repay, defease, redeem or satisfy

and discharge Indebtedness.

Form of Compliance Certificate

C-3

11.

Non-cash items increasing Consolidated Net Income, including the cumulative effect of foreign currency gains, for Subject Period:

12. Consolidated

EBITDA

(Lines

I.C1 + 2 + 3 + 4 + 5 + 6 + 7+ 8 + 9 – 10 – 11):2

Consolidated Net Leverage Ratio ((Line I.A - Line I.B) ÷ (Line

I.C.12)): ___________ to 1

Maximum permitted:

[3.25]3 to 1

2 For

purposes of calculating Consolidated EBITDA for the Borrower and its Subsidiaries for any

period, the Consolidated EBITDA of any Person (or assets or division of such Person) acquired

by or disposed of by the Borrower or any of its Subsidiaries during such period shall be

included (or excluded, as the case may be) on a pro

forma basis for such period (assuming the consummation of such acquisition or

disposition occurred on the first day of such period).

3 If

an acquisition or series of acquisitions involving aggregate consideration in excess of $500,000,000

occurs during any fiscal quarter, the Borrower may, at its election, in connection with such

acquisition or series of acquisitions and by delivering written notice to the Administrative

Agent within thirty (30) days following the closing of such acquisition or series of acquisitions

(such notice, a “Leverage

Ratio Increase Election”) increase the required Consolidated Net Leverage

Ratio pursuant to Section 7.08

of the Credit Agreement to 3.75 to 1.00, which increase shall be applicable for

the fiscal quarter in which such acquisition or series of acquisitions is consummated and

the three (3) consecutive fiscal quarters thereafter (the period during which any such increase

in the Consolidated Net Leverage Ratio shall be in effect being called a “Leverage

Ratio Increase Period”); provided,

that (a) there shall be no more than two (2) Leverage Ratio Increase Elections during the

term of the Credit Agreement and (b) prior to the delivery of the second Leverage Ratio Increase

Election, either (x) the maximum Consolidated Net Leverage Ratio permitted pursuant to Section

7.08 of the Credit Agreement must return to 3.25 to 1.00 for at least two (2)

consecutive fiscal quarter ends after the expiration of the first Leverage Ratio Increase

Period or (y) the actual Consolidated Net Leverage Ratio shall not exceed 2.75 to 1.00 for

at least two (2) consecutive fiscal quarter ends after the commencement of a Leverage Ratio

Increase Period.

Form of Compliance Certificate

C-4

EXHIBIT

D-1

ASSIGNMENT

AND ASSUMPTION

This

Assignment and Assumption (this “Assignment and Assumption”)

is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item

1 below ([the][each, an] “Assignor”) and [the][each]2

Assignee identified in item 2 below ([the][each, an] “Assignee”).

[It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and

not joint.]4 Capitalized terms used but not defined herein

shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (as amended, the “Credit

Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions

set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and

Assumption as if set forth herein in full.

For

an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]

Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the

Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated

below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective

capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s]

and equal to the percentage interest[s] identified

below of all the outstanding rights and obligations under the respective facilities identified below and (ii) to the extent permitted

to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the

respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection

with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or

in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,

statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause

(i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii)

above being referred to herein collectively as [the][an] “Assigned

Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided

in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Assignor[s]:

______________________________

[Assignor [is] [is not] a Defaulting Lender]

Assignee[s]:

______________________________

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

1 For

bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment

is from a single Assignor, choose the first bracketed language. If the assignment is from

multiple Assignors, choose the second bracketed language.

2 For

bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment

is to a single Assignee, choose the first bracketed language. If the assignment is to multiple

Assignees, choose the second bracketed language.

3 Select

as appropriate.

4 Include

bracketed language if there are either multiple Assignors or multiple Assignees.

Borrower(s):

______________________________

4. Administrative

Agent: Bank of America, N.A., as the administrative

agent under the Credit Agreement

5. Credit

Agreement: Second Amended and Restated Credit

Agreement, dated as of July 30, 2026, among the Borrower, the Lenders from time to time party

thereto, and Bank of America, N.A., as Administrative Agent

6. Assigned

Interest[s]:

Assignor[s]5

Assignee[s]6

Aggregate

Amount of

Commitment

for

all Lenders7

Amount of

Commitment

Assigned

Percentage

Assigned of

Commitment8

CUSIP

Number

[7. Trade

Date: __________________]9

Effective

Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER

IN THE REGISTER THEREFOR.]

5 List

each Assignor, as appropriate.

6 List

each Assignee and, if available, its market entity identifier, as appropriate.

7 Amounts

in this column and in the column immediately to the right to be adjusted by the counterparties

to take into account any payments or prepayments made between the Trade Date and the Effective

Date.

8 Set

forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

9 To

be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount

is to be determined as of the Trade Date.

Form

of Assignment and Assumption

D-1-2

The

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

ASSIGNOR[S]10

[NAME

OF ASSIGNOR]

By:

Name:

Title:

[NAME

OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE[S]11

[NAME

OF ASSIGNEE]

By:

Name:

Title:

[NAME

OF ASSIGNEE]

By:

Name:

Title:

[Consented

to and]12 Accepted:

BANK

OF AMERICA, N.A., as

Administrative

Agent

By:

Name:

Title:

[Consented

to:]13

[NAME

OF RELEVANT PARTY], as [ ]

By:

Name:

Title:

10 Add

additional signature blocks as needed. Include both Fund/Pension Plan and manager making

the trade (if applicable).

11 Add

additional signature blocks as needed. Include both Fund/Pension Plan and manager making

the trade (if applicable).

12 To

be added only if the consent of the Administrative Agent is required by the terms of the

Credit Agreement.

13 To

be added only if the consent of the Borrower and/or other parties is required by the terms

of the Credit Agreement.

Form

of Assignment and Assumption

D-1-3

ANNEX

1 TO ASSIGNMENT AND ASSUMPTION

STANDARD

TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations

and Warranties.

1.1. Assignor[s].

[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest,

(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority,

and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated

hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes

no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement

or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents,

(iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any

Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any

of their respective obligations under any Loan Document.

1.2. Assignee.

(1) [The][Each]

Assignee represents and warrants that:

(i)

it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate

the transactions contemplated hereby and to become a Lender under the Credit Agreement;

(ii)

it meets all the requirements to be an assignee under Section 10.06(b)(iii)

and (v) of the Credit Agreement (subject to such consents,

if any, as may be required under Section 10.06(b)(iii) of the

Credit Agreement);

(iii)

from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent

of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder;

(iv)

it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it,

or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets

of such type;

(v)

it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent

financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems

appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned

Interest;

(vi)

it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information

as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase

[the][such] Assigned Interest; and

Form

of Assignment and Assumption

D-1-4

(vii)

if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,

duly completed and executed by [the][such] Assignee;

(2) [The][Each]

Assignee agrees that:

(i)

it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such

documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking

action under the Loan Documents; and

(ii)

it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed

by it as a Lender.

(3) [The][Each]

Assignee (x) represents and warrants, as of the Effective Date, to, and (y) covenants, from the Effective Date to the date such Person

ceases being a Lender party to the Credit Agreement, for the benefit of, [the][each] Assignor, the Administrative Agent and the Arranger

and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,

that at least one of the following is and will be true:

(i)

[the][such] Assignee is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)

of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments;

(ii)

the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by

independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to [the][such] Assignee’s entrance into, participation in, administration

of and performance of the Loans, the Commitments and the Credit Agreement and acquisition and holding of the Assigned Interest;

(iii)

(A) [the][such] Assignee is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of

Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of [the][such] Assignee to

enter into, participate in, administer and perform the Loans, the Commitments and the Credit Agreement and acquire and hold the Assigned

Interest, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and the Credit Agreement

and the acquisition and holding of the Assigned Interest satisfies the requirements of sub-sections (b) through (g) of Part I of PTE

84-14 and (D) to the best knowledge of [the][such] Assignee, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied

with respect to [the][such] Assignee’s entrance into, participation in, administration of and performance of the Loans, the Commitments

and the Credit Agreement and acquisition and holding of the Assigned Interest; or

(iv)

such other representation, warranty and covenant as may be agreed in writing between the Assignor, in its sole discretion, the Administrative

Agent, in its sole discretion, and [the][such] Assignee.

Form

of Assignment and Assumption

D-1-5

(4)

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (3) is true with respect to [the][an] Assignee or (2)

[the][such] Assignee has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately

preceding clause (3), [the][such] Assignee further (x) represents and warrants, as of the Effective Date, to, and (y) covenants, from

the Effective Date to the date such Person ceases being a Lender party to the Credit Agreement, for the benefit of, [the][each] Assignor,

the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit

of the Borrower or any other Loan Party, that none of [the][any] Assignor, the Administrative Agent or the Arranger or any of their respective

Affiliates is a fiduciary with respect to the assets of [the][such] Assignee involved in the Loans, the Commitments or the Credit Agreement

(including in connection with the reservation or exercise of any rights by the Administrative Agent under the Credit Agreement, any Loan

Document or any documents related thereto).

2. Payments.

From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including

payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding

the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding

the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after

the Effective Date to [the][the relevant] Assignee.

3. General

Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their

respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall

constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall

be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be

governed by, and construed in accordance with, the law of the State of New York.

Form

of Assignment and Assumption

D-1-6

EXHIBIT

D-2

FORM

OF ADMINISTRATIVE QUESTIONNAIRE

[attached]

EXHIBIT

E-1

Form

U.S. TAX COMPLIANCE CERTIFICATE

(For

Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference

is hereby made to the Second Amended and Restated Credit Agreement dated as of July 30, 2026 (as amended, supplemented or otherwise modified

from time to time, the “Credit Agreement”) among Franklin

Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

Pursuant

to the provisions of Section 3.01(g) of the Credit Agreement,

the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing

such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)

of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv)

it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The

undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-United States Person status on IRS

Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided

on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned

shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate

in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding

such payments.

Unless

otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT

E-2

Form

U.S. TAX COMPLIANCE CERTIFICATE

(For

Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference

is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended, supplemented or otherwise

modified from time to time, the “Credit Agreement”),

among Franklin Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

Pursuant

to the provisions of Section 3.01(g) of the Credit Agreement,

the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing

this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder

of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to

the Borrower as described in Section 881(c)(3)(C) of the Code.

The

undersigned has furnished its participating Lender with a certificate of its non-United States Person status on IRS Form W-8BEN-E (or

W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate

changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such

Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made

to the undersigned, or in either of the two calendar years preceding such payments.

Unless

otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME

OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT

E-3

Form

U.S. TAX COMPLIANCE CERTIFICATE

(For

Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference

is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended, supplemented or otherwise

modified from time to time, the “Credit Agreement”),

among Franklin Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

Pursuant

to the provisions of Section 3.01(g) of the Credit Agreement,

the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate,

(ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation,

neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered

into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct

or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and

(v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section

881(c)(3)(C) of the Code.

The

undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members

that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied

by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming

the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this

certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such

Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made

to the undersigned, or in either of the two calendar years preceding such payments.

Unless

otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME

OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT

E-4

FORM

U.S. TAX COMPLIANCE CERTIFICATE

(For

Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference

is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended, supplemented or otherwise

modified from time to time, the “Credit Agreement”),

among Franklin Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

Pursuant

to the provisions of Section 3.01(g) of the Credit Agreement,

the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s))

in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of

such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit

Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending

credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)

of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of

Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related

to the Borrower as described in Section 881(c)(3)(C) of the Code.

The

undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from

each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or

(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s

beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if

the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,

and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently

effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar

years preceding such payments.

Unless

otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME

OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT

FORM

OF Notice of Loan prepayment

Date:

___________, _____1

To: Bank

of America, N.A., as Administrative Agent

Ladies

and Gentlemen:

Reference

is made to that certain Second Amended and Restated Credit Agreement, dated as of July 30, 2026 (as amended, restated, extended, supplemented

or otherwise modified in writing from time to time, the “Credit Agreement;”

the terms defined therein being used herein as therein defined), among Franklin Resources, Inc., a Delaware corporation (the “Borrower”),

the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The

Borrower hereby requests to prepay2:

Indicate:

Requested

Amount

Indicate:

Base Rate Loan,

Daily Simple SOFR

Loan or

Term SOFR Loan

For

Term SOFR Loans

Indicate:

Interest Period (one, three

or six months)

FRANKLIN RESOURCES, INC.

By:

Name:

Title:

1 Note

to Borrower. All prepayments submitted under a single

Notice of Loan Prepayment must be effective on the same date. If multiple effective dates

are needed, multiple Notice of Loan Prepayment will need to be prepared and signed.

2 Note

to Borrower. Complete a new row for each Committed

Borrowing being prepaid.

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