Form 8-K

8-K — AUTOMATIC DATA PROCESSING INC

Accession: 0000950142-26-001884

Filed: 2026-06-26

Period: 2026-06-26

CIK: 0000008670

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into 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

8-K — eh260799361_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (eh260799361_ex1001.htm)

EX-10.2 — EXHIBIT 10.2 (eh260799361_ex1002.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: eh260799361_8k.htm · Sequence: 1

FORM 8-K

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2026-06-26

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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) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): June 26, 2026

Automatic Data Processing, Inc.

(Exact name of registrant

as specified in its charter)

Delaware

1-5397

22-1467904

(State or other

jurisdiction

of incorporation

or organization)

(Commission

File Number)

(IRS Employer

Identification

No.)

One

ADP Boulevard, Roseland,

New Jersey

07068

(Address of principal executive

offices)

(Zip Code)

(973)

974-5000

(Registrant's

telephone number, including area code)

N/A

(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, $0.10 Par Value (voting)

ADP

NASDAQ Global Select Market

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.

On June 26, 2026, Automatic Data Processing,

Inc., a Delaware corporation (the “Company”), entered into a $5.7 billion 364-Day Credit Agreement (the “364-Day Facility”)

and a $3.5 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New

Facilities”) with a group of lenders (the “Lenders”).

The Five-Year Facility contains an accordion

feature under which the aggregate commitment can be increased by $500 million to an aggregate principal amount of $4 billion, subject

to the availability of additional commitments. The 364-Day Facility replaced the Company’s prior $4.55 billion 364-day facility,

entered into on June 27, 2025, and the Five-Year Facility replaced the Company’s prior $3.5 billion five-year facility, entered

into on June 28, 2024, both of which were terminated on June 26, 2026. JPMorgan Chase Bank, N.A. acts as Administrative Agent, and Bank

of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, for each of the New Facilities.

The New Facilities will have a revolving credit

option, which in the case of the Five-Year Facility is comprised of U.S. Dollar, Canadian Dollar and Euro tranche loans. The revolving

credit will be provided on a committed basis. Amounts borrowed and repaid may be reborrowed subject to availability under each New Facility.

The Lenders’ commitments under the 364-Day

Facility will expire on June 25, 2027 and any borrowings outstanding will mature and be payable on such date (or, at the option of the

Company, subject to the accuracy of all representations and warranties and the absence of any default, on June 25, 2028). The Lenders’

commitments under the Five-Year Facility will expire and the borrowings thereunder will mature on June 26, 2031. The Company may, from

time to time and by written notice to the Administrative Agent given not fewer than 30 days and not more than 120 days prior to any anniversary

of June 26, 2026, request that the Lenders extend the commitments under the Five-Year Facility for an additional period of one year.

At the Company’s option, under each New

Facility, revolving loans denominated in U.S. Dollars will bear interest at a floating rate per annum based on a margin over a Term SOFR-based

rate for a one, three or six month interest period as selected by the Company or a margin over a floating rate per annum determined by

reference to the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum, and (iii) a Term SOFR-based

rate for a one month interest period plus 1% per annum.

In addition, the Company will pay a commitment

fee on the aggregate unused commitments as follows: (i) in the case of the 364-Day Facility, at a rate of 0.0175% per annum, and (ii)

in the case of the Five-Year Facility, at a rate (ranging from 0.04% to 0.10%) determined by Company’s issuer rating established

by Fitch Ratings Inc., Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. Also, the Company will pay

to each Lender a term-out fee of 0.75% of the amount of any loans outstanding under the 364-Day Facility on June 25, 2027.

The New Facilities’ other terms are substantially

similar to the terms of the facility they replaced, including customary covenants that restrict the Company’s and its borrowing

subsidiaries’ ability to create liens or other encumbrances, enter into sale and leaseback transactions and enter into consolidations,

mergers and transfers of all or substantially all of their respective assets. Each New Facility contains customary events of default that

would permit the lenders to accelerate the loans, including the failure to make timely payments under the New Facilities or other material

indebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency.

The Company has agreed to guarantee any obligations

of any of its subsidiaries that are entitled to borrow the funds under the New Facilities. Borrowings under the New Facilities may be

used for general corporate purposes.

The New Facilities are led by J.P. Morgan Chase

Bank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as Joint

Lead Arrangers and Joint Bookrunners. Barclays Bank PLC and MUFG Bank, Ltd. are Documentation Agents for each of the New Facilities.

Certain of the Lenders, and their respective

affiliates, have performed, and may in the future perform for the Company and its subsidiaries, various commercial banking, investment

banking, underwriting and other financial advisory services, for which they have received, and will receive, customary fees and expenses.

The foregoing description is qualified in its

entirety by reference to the New Facilities, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01

is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1

364-Day Credit Agreement, dated as of June 26, 2026, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC and MUFG Bank, Ltd., as Documentation Agents.

Exhibit 10.2

Five-Year Credit Agreement, dated as of June 26, 2026, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC and MUFG Bank, Ltd., as Documentation Agents.

Exhibit 104

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

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.

Date: June 26, 2026

AUTOMATIC DATA PROCESSING, INC.

By:

/s/ David Kwon

Name:

David Kwon

Title:

Vice President

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: eh260799361_ex1001.htm · Sequence: 2

EXHIBIT 10.1

EXECUTION VERSION

US$5,700,000,000

364-DAY CREDIT AGREEMENT

dated as of

June 26, 2026,

among

AUTOMATIC DATA PROCESSING, INC.

The BORROWING SUBSIDIARIES

referred to herein

The LENDERS Party Hereto

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

_________________________

BANK OF AMERICA, N.A.

BNP PARIBAS

WELLS FARGO BANK, N.A. and

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agents

BARCLAYS BANK PLC and

MUFG BANK, LTD.,

as Documentation Agents

JPMORGAN CHASE BANK, N.A.

BOFA SECURITIES, INC.

BNP PARIBAS SECURITIES CORP.

WELLS FARGO SECURITIES, LLC and

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Defined Terms

SECTION 1.02. Classification of Loans and Borrowings

SECTION 1.03. Terms Generally

SECTION 1.04. Accounting Terms; GAAP

SECTION 1.05. Divisions

SECTION 1.06. Interest Rates; Benchmark Notification

ARTICLE II

The Credits

SECTION 2.01. Commitments

SECTION 2.02. Loans and Borrowings

SECTION 2.03. Requests for Revolving Borrowings

SECTION 2.04. [Reserved.]

SECTION 2.05. Funding of Borrowings

SECTION 2.06. Repayment of Borrowings; Evidence of Debt; Extension of Maturity Date

SECTION 2.07. Interest Elections

SECTION 2.08. Termination and Reduction of Commitments

SECTION 2.09. Prepayment of Loans

SECTION 2.10. Fees

SECTION 2.11. Interest

SECTION 2.12. Alternate Rate of Interest

SECTION 2.13. Increased Costs

SECTION 2.14. Break Funding Payments

SECTION 2.15. Taxes

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs

SECTION 2.17. Mitigation Obligations; Replacement of Lenders

SECTION 2.18. Designation of Borrowing Subsidiaries

SECTION 2.19. Defaulting Lenders

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers

SECTION 3.02. Authorization; Enforceability

SECTION 3.03. Governmental Approvals; No Conflicts

SECTION 3.04. Financial Position; No Material Adverse Change

SECTION 3.05. Properties

SECTION 3.06. Litigation and Environmental Matters

SECTION 3.07. Compliance with Laws and Agreements

SECTION 3.08. Federal Reserve Regulations

SECTION 3.09. Investment Company Status

SECTION 3.10. Taxes

SECTION 3.11. ERISA

SECTION 3.12. Disclosure

SECTION 3.13. Anti-Corruption Laws and Sanctions

SECTION 3.14. Affected Financial Institution

SECTION 3.15. Outbound Investment Rules

ARTICLE IV

Conditions

SECTION 4.01. Effective Date

SECTION 4.02. Each Credit Event

SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information

SECTION 5.02. Notices of Material Events

SECTION 5.03. Existence; Conduct of Business

SECTION 5.04. Payment of Taxes

SECTION 5.05. Maintenance of Properties

SECTION 5.06. Books and Records; Inspection Rights

SECTION 5.07. Compliance with Laws

SECTION 5.08. Use of Proceeds

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens

SECTION 6.02. Sale and Leaseback Transactions

SECTION 6.03. Fundamental Changes

SECTION 6.04. Outbound Investment Rules

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Guarantee

ARTICLE X

Miscellaneous

SECTION 10.01. Notices

SECTION 10.02. Waivers; Amendments

SECTION 10.03. Limitation of Liability; Expenses; Indemnity

SECTION 10.04. Successors and Assigns

SECTION 10.05. Survival

SECTION 10.06. Counterparts; Integration; Effectiveness

SECTION 10.07. Severability

SECTION 10.08. Right of Setoff

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process

SECTION 10.10. WAIVER OF JURY TRIAL

SECTION 10.11. Headings

SECTION 10.12. Confidentiality

SECTION 10.13. Conversion of Currencies

SECTION 10.14. Interest Rate Limitation

SECTION 10.15. Certain Notices

SECTION 10.16. No Fiduciary Relationship

SECTION 10.17. Acknowledgement of and Consent to Bail-In of Affected Financial Institutions

iii

SCHEDULES:

Schedule 2.01

— Lenders and Commitments

Schedule 6.01

— Liens

EXHIBITS:

Exhibit A

— Form of Assignment and Assumption

Exhibit B-1

— Form of Borrowing Subsidiary Agreement

Exhibit B-2

— Form of Borrowing Subsidiary Termination

Exhibit C

— Form of Promissory Note

Exhibit D

— Form of Opinion of Chief Legal Officer of the Company

364-DAY CREDIT AGREEMENT

dated as of June 26, 2026 (this “Agreement”), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation

(the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries

being collectively called the “Borrowers”); the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A.,

as Administrative Agent.

The Company has requested

that the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in

Article I) extend credit in the form of Commitments under which the Borrowers may obtain Loans in US Dollars in an aggregate principal

amount outstanding at any time of US$5,700,000,000. The Company has also requested that the Lenders provide a procedure pursuant

to which the Borrowers may obtain Loans on an uncommitted basis from individual Lenders on terms to be negotiated at the time such Loans

are requested. The proceeds of borrowings hereunder are to be used for general corporate purposes of the Borrowers and their subsidiaries,

including the refinancing of any indebtedness outstanding under the Company’s 364-Day Credit Agreement dated as of June 27, 2025

and its Five-Year Credit Agreement dated as of June 28, 2024 (together, the “Existing Credit Agreements”) or under

the Company’s Five-Year Credit Agreement dated as of June 27, 2025 (the “2025 Five-Year Credit Agreement”).

The Lenders are willing to

establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein.

Accordingly, the parties hereto agree as follows:

ARTICLE

Definitions

SECTION

1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2025 Five-Year

Credit Agreement” has the meaning assigned to such term in the introductory statement.

“ABR”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at

a rate determined by reference to the Alternate Base Rate.

“Administrative

Agent” means JPMCB, in its capacity as administrative agent for the Lenders hereunder, or any successor in such capacity. Unless

the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of JPMCB through which JPMCB shall

perform any of its obligations in such capacity hereunder.

“Administrative

Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrower or any Lender,

as the context requires.

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Agreement Currency”

has the meaning assigned to such term in Section 10.13(b).

“Alternate Base

Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the

NYFRB Rate in effect on such day plus ½ of 1% and (c) the Term SOFR Rate for a one month Interest Period as published two U.S.

Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus

1%; provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at

approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the

CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the

Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime

Rate, the NYFRB Rate or the Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant

to Section 2.12 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.12(b)), then

the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0.00%, such rate shall

be deemed to be 0.00%.

“Ancillary Document”

has the meaning assigned to such term in Section 10.06(b).

“Anti-Corruption

Laws” means the FCPA and other laws, rules and regulations applicable to the Borrower or its Subsidiaries concerning or relating

to bribery or corruption.

“Applicable Rate”

means a rate per annum equal to, with respect to (a) any Term Benchmark Loan, 0.625% and (b) any ABR Loan, 0.00%.

“Arranger”

means each of JPMCB, BofA Securities, Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc.,

each in its capacity as joint lead arranger and joint bookrunner for the credit facility established hereunder.

“Assignment and

Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose

consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form

approved by the Administrative Agent.

“Attributable Debt”

means, with respect to any Sale and Leaseback Transaction, the present value (discounted at the rate set forth or implicit in the terms

the lease included in such Sale and Leaseback

Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance,

repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights)

during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has

been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the

lesser of the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable

Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent

to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.

“Availability Period”

means the period from and including the Effective Date to but excluding the earlier of the Termination Date and the date of termination

of the Commitments.

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or

component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that

is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making

payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for

such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.

“Bankruptcy Event”

means, with respect to any Person, that such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver,

conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation

of its business or custodian appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in

furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, provided that

a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such

Person by a Governmental Authority or instrumentality thereof. If, however, such ownership interest results in or provides such Person

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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts

or agreements made by such Person, such ownership interest will constitute a Bankruptcy Event. Nothing in this definition or elsewhere

in this Agreement shall require any Person to disclose any information that it would be prohibited from disclosing under applicable law

or regulation.

“Benchmark”

means, initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and

the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark”

means the applicable Benchmark

Replacement to the extent that such Benchmark

Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.

“Benchmark Replacement”

means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent

for the applicable Benchmark Replacement Date:

(1) the Daily Simple

SOFR; or

(2) the sum of: (a) the alternate

benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for

the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or

the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention

for determining a benchmark rate as a replacement for the then-current Benchmark for US Dollar-denominated syndicated credit facilities

at such time in the United States and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement

as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor

for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for

any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or

method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected

by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation

of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii)

any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for US Dollar-denominated syndicated

credit facilities at such time.

“Benchmark Replacement

Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative

or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,”

the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency

of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,

length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that

the Administrative Agent, in consultation with the Company, reasonably determines may be appropriate to reflect the adoption and implementation

of such

Benchmark and to permit the administration

thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably

determines that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably

determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative

Agent, in consultation with the Company, reasonably determines is reasonably necessary in connection with the administration of this Agreement

and the other Loan Documents).

“Benchmark Replacement

Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current

Benchmark:

(1) in the case of clause

(1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication

of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the

calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2) in the case of clause

(3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component

used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof)

have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to

be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or

publication referenced in such clause (3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any

Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt,

(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect

of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination

and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to

any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors

of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current

Benchmark:

(1) a public statement or

publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation

thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component

thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no

successor administrator that will continue

to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or

such component thereof);

(2) a public statement or

publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction

over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such

Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such

Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will

cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark

(or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor

administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available

Tenor of such Benchmark (or such component thereof); or

(3) a public statement or

publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors

of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt,

a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement

or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the

published component used in the calculation thereof).

“Benchmark Unavailability

Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date

pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current

Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark

Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section

2.12.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership or control as 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 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”.

“Board”

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

“Borrower”

means the Company or any Borrowing Subsidiary.

“Borrowing”

means Loans (including Contract Loans) of the same Class and Type, made, converted or continued on the same date and, in the case of Term

Benchmark Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum”

means US$5,000,000.

“Borrowing Multiple”

means US$1,000,000.

“Borrowing Request”

means a request by a Borrower for a Borrowing in accordance with Section 2.03.

“Borrowing Subsidiary”

means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as

provided in such Section.

“Borrowing Subsidiary

Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit B-1.

“Borrowing Subsidiary

Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit B-2.

“Business Day”

means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided

that, in addition to the foregoing, a Business Day shall be any such day that is only a U.S. Government Securities Business Day in relation

to Term Benchmark Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such Term Benchmark Loan,

or any other dealings of such Term Benchmark Loan.

“Capital Lease Obligations”

of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the

right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as

capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP.

“Change in Law”

means (a) the adoption of any law, rule, regulation or treaty after the date of this Agreement, (b) any change in any law, rule, regulation

or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date

of this Agreement or (c) compliance by any Lender

or by any lending office of such Lender or

by such Lender’s holding company with any request, rule, guideline or directive (whether or not having the force of law) of any

Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary,

no act, event or circumstance referred to in clause (a), (b) or (c) of this definition shall be deemed to have occurred prior to the date

of this Agreement as a result of the applicable law, rule, regulation, treaty, interpretation, application, request, guideline or directive

having been adopted, made or issued under the general authority of the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel

III, as promulgated by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign

regulatory authorities.

“Class”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans

or Contract Loans.

“CME Term SOFR Administrator”

means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)

(or a successor administrator).

“Code”

means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment”

means, with respect to each Lender, the commitment of such Lender to make Loans pursuant to Section 2.01, expressed as an amount

representing the maximum aggregate amount of such Lender’s Revolving Loan Exposure hereunder, as such commitment may be (a) reduced

from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such

Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01 or in the

Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the

Commitments on the date hereof is US$5,700,000,000.

“Company”

has the meaning assigned to such term in the heading of this Agreement.

“Consolidated Net

Worth” means the shareholders’ equity of the Company, determined on a consolidated basis in accordance with GAAP.

“Contract Loan”

has the meaning assigned to such term in Section 2.02(e).

“Contract Loan Exposure”

means, with respect to any Lender at any time, the aggregate principal amount of the outstanding Contract Loans of such Lender.

“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.

“Corresponding Tenor”

with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately

the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR”

means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination

Date”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities

Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities

Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s

Website; provided that if the Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be

equal to the Floor for the purposes of this Agreement. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from

and including the effective date of such change in SOFR without notice to the Company. If by 5:00 p.m. (New York City time) on the second

U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination

Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple

SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government

Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website.

“Default”

means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or

waived, constitute an Event of Default.

“Defaulting Lender”

means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its

Loans or (ii) pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder, unless, in

the case of clause (i) above, it notifies the Administrative Agent in writing that such failure is the result of its good faith determination

that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b)

has notified the Company, any other Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that

it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement

indicates that such position is based on its good faith determination that a condition precedent (specifically identified and including

the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which

it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, acting in good faith,

to provide a certification in writing from an authorized officer thereof that it will comply with its obligations (and is financially

able to meet such obligations) to fund Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender

pursuant to this clause (c) upon the receipt by the Administrative Agent of such

certification in form and substance satisfactory

to the Administrative Agent, or (d) has become the subject of a Bankruptcy Event or a Bail-In Action (as defined in Section 10.17).

“Effective Date”

means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).

“Electronic Signature”

means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with

the intent to sign, authenticate or accept such contract or record.

“Eligible Assignee”

means (a) a Lender, (b) an Affiliate of a Lender and (c) any other Person, other than, in each case, (i) a natural person (or a holding

company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (ii) a Defaulting Lender,

(iii) the Company or any of its Affiliates or (iv) a Sanctioned Person.

“Environmental Laws”

means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,

promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural

resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability”

means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties

or indemnities), of any of the Borrowers or any of their Subsidiaries directly or indirectly resulting from or based upon (a) violation

of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,

(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment

or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of

the foregoing.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b)

or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under

Section 414 of the Code.

“ERISA Event”

means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with

respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure by any Plan to satisfy the

minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each

case whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application

for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any ERISA Affiliate of

any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA

Affiliate from the PBGC or a plan administrator

of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence

by the Company or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer

Plan; (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company

or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,

or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning

of Section 305 of ERISA; or (h) a determination that any Plan is, or is expected to be, in “at-risk” status (as

defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code).

“Event of Default”

has the meaning assigned to such term in Article VII.

“Excluded Taxes”

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

hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income by the United States of America (or any political

subdivision thereof), or by the jurisdiction under which such recipient is organized or in which its principal office or any lending office

from which it makes Loans hereunder is located, (b) any branch profit Taxes imposed by the United States of America or any similar Tax

imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Lender, any withholding Tax that is imposed by the

United States of America (or any political subdivision thereof) on payments by a Borrower to the extent such Tax is in effect and would

apply as of the date such Lender becomes a party to this Agreement (except in the case of an assignee pursuant to a request by the Company

under Section 2.17(b)) or relates to payments received by a new lending office designated by such Lender and is in effect and would apply

at the time such lending office is designated, (d) any withholding Taxes imposed by the United States of America pursuant to FATCA

and (e) any withholding Tax that is attributable to such Lender’s failure to comply with Section 2.15(f), except,

in the case of clause (c) above, to the extent that (i) such Lender (or its assignor, if any) was entitled, at the time of designation

of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.15

or (ii) such withholding Tax shall have resulted from the making of any payment to a location other than the office designated by the

Administrative Agent or such Lender for the receipt of payments of the applicable type.

“Existing Credit

Agreements” has the meaning assigned to such term in the introductory statement.

“Exposure”

means, with respect to any Lender at any time, such Lender’s Revolving Loan Exposure and Contract Loan Exposure at such time.

“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.

“FCPA”

means the United States Foreign Corrupt Practices Act of 1977.

“Federal Funds Effective

Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository

institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the

next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate

as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

“Financial Officer”

means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“Floor”

means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,

amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate or the Daily Simple SOFR, as applicable. For the

avoidance of doubt, the initial Floor for each of the Term SOFR Rate or the Daily Simple SOFR shall be 0.00%.

“GAAP”

means generally accepted accounting principles in the United States of America.

“Governmental Authority”

means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive,

legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any applicable supranational

bodies such as, without limitation, the European Union, the European Central Bank, the Bank for International Settlements and the Basel

Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee”

of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing

or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)

in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase

or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance

or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services

for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,

equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay

such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support

such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in

the ordinary course of business.

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum

or petroleum distillates, asbestos or asbestos-containing materials,

polychlorinated biphenyls, radon gas, infectious

or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement”

means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest

or currency exchange rate or commodity price hedging arrangement.

“Indebtedness”

of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances

of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations

of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other

title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred

purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all

Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be

secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all

Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations,

contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations,

contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness

of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor

as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such

Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes”

means Taxes other than Excluded Taxes.

“Interest Election

Request” means a request by the relevant Borrower to convert or continue a Borrowing in accordance with Section 2.07.

“Interest Payment

Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect

to any Term Benchmark Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case

of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such

Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect

to any Contract Loan, the date or dates agreed upon by the relevant Borrower and the applicable Lender or, if no such dates shall have

been agreed upon, the last day of each March, June, September and December.

“Interest Period”

means, (a) with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically

corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the

Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect and (b) with respect to any

Contract Loan, the period commencing on the

date of such Borrowing and ending on the date agreed upon by the relevant Borrower and the applicable Lender; provided, that (i) if

any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business

Day unless, in the case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next calendar month, in

which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Term Benchmark

Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day

in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period

and (iii) in the case of a Term Benchmark Borrowing, no tenor that has been removed from this definition pursuant to Section 2.12(e) shall

be available for any Borrowing. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made

and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“JPMCB”

means JPMorgan Chase Bank, N.A. and its successors.

“Judgment Currency”

has the meaning assigned to such term in Section 10.13(b).

“Lender-Related

Person” has the meaning assigned to such term in Section 10.03(a).

“Lenders”

means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and

Assumption, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

“Liabilities”

means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien”

means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest

in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention

agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in

the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents”

means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination and each promissory note delivered pursuant

to this Agreement.

“Loans”

means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Material Adverse

Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise,

of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform any of its

obligations under this Agreement or (c) the

rights of or benefits available to the Lenders under this Agreement.

“Material Indebtedness”

means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of the Company and its Subsidiaries

in an aggregate principal amount exceeding US$250,000,000. For purposes of determining Material Indebtedness, the “principal amount”

of the obligations of any Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount

(giving effect to any netting agreements) that such Borrower or Subsidiary would be required to pay if such Hedging Agreement were terminated

at such time.

“Material Subsidiary”

means (a) any Subsidiary that is a Borrower, (b) any Subsidiary that directly or indirectly owns or Controls any Material Subsidiary and

(c) any other Subsidiary (i) the consolidated revenues of which for the most recent period of four fiscal quarters of the Company

for which audited financial statements have been delivered pursuant to Section 5.01 were greater than 10% of the Company’s consolidated

revenues for such period or (ii) the consolidated assets of which as of the end of such period were greater than 10% of the Company’s

consolidated assets as of such date; provided that if at any time the aggregate consolidated revenues or assets of all Subsidiaries

that are not Material Subsidiaries for or at the end of any period of four fiscal quarters exceeds 10% of the Company’s consolidated

revenues for such period or 10% of the Company’s consolidated assets as of the end of such period, the Company shall (or, in the

event the Company has failed to do so within 10 days, the Administrative Agent may) designate sufficient Subsidiaries as “Material

Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material

Subsidiaries. For purposes of making the determinations required by this definition, revenues and assets of foreign Subsidiaries shall

be converted into US Dollars at the rates used in preparing the consolidated balance sheet of the Company included in the applicable financial

statements.

“Maturity Date”

means the Termination Date or any later date to which the Maturity Date shall have been extended pursuant to Section 2.06(f).

“Multiemployer Plan”

means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Notice of Illegality”

has the meaning assigned to such term in Section 2.18.

“NYFRB”

means the Federal Reserve Bank of New York.

“NYFRB Rate”

means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate

in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if

none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds

transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of

recognized standing selected by it; provided,

further, that if any of the aforesaid rates as so determined be less than 0.00%, such rate shall be deemed to be 0.00% for purposes

of this Agreement.

“NYFRB’s Website”

means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations”

means the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency

of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding)

on the Loans made to any Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or

otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct,

contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership

or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers under this Agreement and

the other Loan Documents.

“Other Taxes”

means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies

arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise

with respect to, this Agreement or any other Loan Document.

“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 date of this Agreement,

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

“Overnight Bank

Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated

in US Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set

forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank

funding rate.

“Participant”

has the meaning assigned to such term in Section 10.04(e).

“Participant Register”

has the meaning assigned to such term in Section 10.04(h).

“Patriot Act”

has the meaning assigned to such term in Section 10.15.

“Payment”

has the meaning assigned to such term in Article VIII.

“Payment Notice”

has the meaning assigned to such term in Article VIII.

“PBGC”

means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Percentage”

means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments

have terminated or expired, the Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any

assignments.

“Permitted Encumbrances”

means:

(a)

Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by

law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested

in good faith;

(c)

pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance

and other social security laws or regulations;

(d)

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance

bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)

judgment liens; and

(f)

easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary

course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or

interfere with the ordinary conduct of business of any of the Borrowers or any of their Subsidiaries;

provided that the term “Permitted

Encumbrances” shall not include any Lien securing Indebtedness or any Lien in favor of the PBGC.

“Person”

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

Authority or other entity.

“Plan”

means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412

of the Code or Section 302 of ERISA, and in respect of which any of the Borrowers or any ERISA Affiliate is (or, if such plan were

terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate”

means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal

ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release

H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar

rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by

the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced

or quoted as being effective.

“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.

“Reference Time”

with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time)

on the day that is two U.S. Government Securities Business Days preceding the date of such setting or (2) if such Benchmark is not the

Term SOFR Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Register”

has the meaning assigned to such term in Section 10.04.

“Related Fund”

means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed

by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties”

means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, trustees,

agents and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental

Body” means the Board and/or the NYFRB, or a committee officially endorsed or convened by the Board and/or the NYFRB or, in

each case, any successor thereto.

“Required Lenders”

means, at any time, Lenders having unused Commitments and Revolving Loan Exposures representing more than 50% of the aggregate total unused

Commitments and Revolving Loan Exposures at such time; provided that, for purposes of declaring the Loans to be due and payable

pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire

or terminate, the outstanding Contract Loans of the Lenders shall be included in their respective Revolving Loan Exposures in determining

the Required Lenders.

“Revolving Borrowing”

means a Borrowing comprised of Revolving Loans.

“Revolving Loan”

means a Loan made by a Lender pursuant to Section 2.01. Each Revolving Loan shall be a Term Benchmark Loan or an ABR Loan.

“Revolving Loan

Exposure” means, at any time, the aggregate principal amount of the Revolving Loans outstanding at such time. The Revolving

Loan Exposure of any Lender at any time shall be such Lender’s Percentage of the total Revolving Loan Exposure at such time.

“Sale and Leaseback

Transaction” means any arrangement whereby the Company or a Subsidiary, directly or indirectly, shall sell or transfer any property,

real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property

or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction Laws”

means laws and executive orders of the United States of America, the United Nations Security Council, the European Union or His Majesty’s

Treasury of the United Kingdom imposing economic or financial sanctions, trade embargoes or similar restrictions, and regulations implementing

such laws and executive orders.

“Sanctioned Country”

means, at any time, a country, region or territory which is the target of any Sanction Laws that are applicable to transactions with such

country or Persons operating, organized or resident therein generally (and not merely to transactions with specifically designated Persons

operating, organized or resident therein). On the Effective Date, the Sanctioned Countries are the Crimea Region of Ukraine, the so-called

Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Zaporizhzhia and Kherson Regions of Ukraine, Cuba,

Iran and North Korea.

“Sanctioned Person”

means any Person who is the target of any Sanction Laws, including (a) any Person on the list of Specially Designated Nationals and Blocked

Persons maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury or on any other list maintained by any Governmental

Authority under applicable Sanction Laws, (b) any Person operating, organized or resident in a Sanctioned Country with whom the Company

is prohibited from doing business as a result of applicable Sanction Laws, or (c) any Person, to the Company’s knowledge, who is

owned or controlled by any Person or Persons described in the preceding clauses (a) and (b) (including, without limitation for purposes

of defining a Sanctioned Person, as ownership may be defined and/or established in and/or by any applicable laws, rules, regulations or

orders).

“SOFR”

means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”

means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s

Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight

financing rate identified as such by the SOFR Administrator from time to time.

“Statutory Reserves”

means any reserve, liquid asset or similar requirements established by any Governmental Authority of the United States to which banks

in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in US Dollars or by reference

to which interest rates applicable to Loans are determined.

“subsidiary”

means, with respect to any Person, any entity with respect to which such Person alone owns, such Person or one or more of its subsidiaries

together own, or such Person and any Person Controlling such Person together own, in each case directly or indirectly, capital stock or

other equity interests having ordinary voting power to elect a majority of the members of the Board of Directors of such corporation or

other entity or having a majority interest in the capital or profits of such corporation or other entity.

“Subsidiary”

means any subsidiary of the Company.

“Taxes”

means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Benchmark”

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the Term SOFR Rate.

“Term SOFR Determination

Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR Rate”

means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference

Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable

to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that if the Term SOFR

Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement.

“Term SOFR Reference

Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term

Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR

Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City

time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published

by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term

SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding

U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long

as such first preceding Business Day is not more than five Business Days prior to such Term SOFR Determination Day.

“Termination Date”

means June 25, 2027.

“Transactions”

means the execution, delivery and performance by the Company and the other Borrowers of the Loan Documents, the borrowing of Loans hereunder

and the use of the proceeds thereof.

“Type”,

when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such

Borrowing, is determined by reference to the Term SOFR Rate or the Alternate Base Rate.

“Unadjusted Benchmark

Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“US Dollars”

or “US $” means the lawful money of the United States of America.

“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, for purposes of Sections 3.15 and 6.04 hereof, 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.

“Withdrawal Liability”

means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are

defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent”

means any Borrower and the Administrative Agent.

SECTION

1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by

Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Term Benchmark Loan”) or by Class and Type

(e.g., a “Term Benchmark Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g.,

a “Revolving Borrowing”) or by Type (e.g., a “ Term Benchmark Borrowing”) or by Class and Type (e.g.,

a “Term Benchmark Revolving Borrowing”).

SECTION

1.03. Terms Generally. 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 (a) any definition of or reference to any agreement, instrument or other document herein 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), (b) any definition of or reference to

any statute, rule or regulation shall be construed as referring thereto as from

time to time amended, supplemented or otherwise

modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include

such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder” and words

of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references

herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules

to, this Agreement, (f) 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 and

(g) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended,

supplemented or otherwise modified (including by succession of comparable successor law).

SECTION

1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature

shall be construed in accordance with GAAP as in effect from time to time; provided that if the Company notifies the Administrative

Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof

in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the

Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before

or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect

and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended

in accordance herewith.

SECTION

1.05. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware

law (or any comparable event under a different jurisdiction’s laws), if any asset, right, obligation or liability of any Person

becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original

Person to the subsequent Person, and if any new Person comes into existence, such new Person shall be deemed to have been organized on

the first date of its existence by the holders of its equity interests at such time.

SECTION

1.06. Interest Rates; Benchmark Notification. The interest rate on a Loan may be derived from an interest rate benchmark

that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition

Event, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant

or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any

other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement

rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement

reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or

have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative

Agent and its affiliates and/or other related entities may

engage in transactions that affect the calculation

of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or

any relevant adjustments thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources

or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced

in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any Lender

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

costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any

such rate (or component thereof) provided by any such information source or service.

ARTICLE

The Credits

SECTION

2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving

Loans to the Company and the Borrowing Subsidiaries from time to time during the Availability Period in US Dollars in an aggregate principal

amount at any time outstanding that will not result in (i) such Lender’s Revolving Loan Exposure exceeding its Commitment or (ii)

the aggregate Exposures exceeding the aggregate Commitments.

SECTION

2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as

part of a Borrowing consisting of Revolving Loans made by the Lenders (or their Affiliates as provided in paragraph (b) below) ratably

in accordance with their respective Commitments. Each Contract Loan shall be made in accordance with the procedures set forth in paragraph

(e) below. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations

hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s

failure to make Loans as required hereunder.

(b)

Subject to Section 2.12, each Revolving Borrowing shall be comprised entirely of Term Benchmark Loans or ABR Loans as the applicable

Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or

Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.12, 2.13, 2.14 and 2.15 shall

apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect

the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Notwithstanding any other

provision of this Agreement, the Borrowers shall not be responsible under Section 2.13 or 2.15 for any increased costs incurred by a Lender

as a result of a change in the location from which such Lender makes Loans unless such Lender is legally required to make such change.

(c)

At the commencement of each Interest Period for any Borrowing (other than a Borrowing comprised of Contract Loans), such Borrowing

shall be in an aggregate amount that is at least equal to the Borrowing Minimum and an integral multiple of the

Borrowing Multiple; provided that an

ABR Borrowing may be made in an aggregate amount that is equal to the aggregate available Commitments. Borrowings of more than one Type

and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five Term Benchmark

Revolving Borrowings outstanding.

(d)

Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue,

any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(e)

At any time, any Borrower and any Lender may agree that such Lender will make a Loan (a “Contract Loan”) to

the Borrower denominated in US Dollars and bearing interest at an agreed upon rate, for an interest period to be agreed upon and upon

such other terms as the applicable Borrower and Lender may agree (it being understood that a Contract Loan shall not be required to be

in any particular minimum amount); provided, that, (i) after giving effect to the making of any such Contract Loan, the aggregate

Exposures shall not exceed the aggregate Commitments and (ii) no such Loan shall be a Contract Loan unless the relevant Borrower and the

applicable Lender expressly agree at the time such Loan is made, and notify the Administrative Agent, that such Loan shall be a Contract

Loan for purposes of this Agreement. If the applicable Borrower and Lender shall, after any Contract Loan is made, agree that such Contract

Loan shall no longer be a Contract Loan hereunder and shall notify the Administrative Agent of such agreement, such Loan shall, as of

the date of such agreement, cease to be a Contract Loan or to be entitled to any further benefits under this Agreement. Contract Loans

shall be deemed Loans for all purposes under this Agreement. Each Borrower and Lender shall promptly notify the Administrative Agent of

(i) the date, principal amount, maturity, interest rate, Interest Period and Interest Payment Dates of each Contract Loan made by such

Lender to such Borrower and (ii) the date and amount of any repayment or prepayment of any such Contract Loan.

SECTION

2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the applicable Borrower, or the Company on behalf

of the applicable Borrower, shall notify the Administrative Agent of such request by telephone (a) in the case of a Term Benchmark

Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing and (b)

in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic

Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written

Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of

the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with

Section 2.02:

(i)

the Borrower requesting such Borrowing (or on whose behalf the Company is requesting such Borrowing);

(ii)

the aggregate principal amount of the requested Borrowing;

(iii)

the date of the requested Borrowing, which shall be a Business Day;

(iv)

the Type of the requested Borrowing;

(v)

in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated

by the definition of the term “Interest Period”; and

(vi)

the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the

requirements of Section 2.05.

If no election as to the Type of Borrowing

is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested

Term Benchmark Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of

the details thereof and of the amount of the Loan to be made by such Lender as part of the requested Borrowing.

SECTION

2.04. [Reserved.]

SECTION

2.05. Funding of Borrowings. (a) Each Lender shall make each Loan (other

than a Contract Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00

p.m., New York City time (or if later, in the case of an ABR Borrowing, one hour after the Lenders shall have been notified of the applicable

Borrowing Request), to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.

The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like

funds, to an account of such Borrower maintained by the Administrative Agent (or another account specified by such Borrower in the applicable

Borrowing Request) in New York City. Each Lender shall make each Contract Loan to be made by it hereunder on the proposed date thereof

by wire transfer of immediately available funds by the time and to the account agreed upon by the relevant Borrower and the applicable

Lender.

(b)

Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such

Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume

that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon

such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share

of the applicable Borrowing available to the Administrative Agent, and the Administrative Agent has made an amount corresponding to such

share available to such Borrower, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith

on demand such corresponding amount with interest thereon, for each day from and including the date

such amount is made available to such Borrower

to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the rate reasonably determined by

the Administrative Agent to be the cost to it of funding such amount or (ii) in the case of such Borrower, the interest rate applicable

to the subject Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s

Loan included in such Borrowing and the Administrative Agent shall return to such Borrower any amount (including interest) paid by such

Borrower to the Administrative Agent pursuant to this paragraph.

SECTION

2.06. Repayment of Borrowings; Evidence of Debt; Extension of Maturity Date. (a)

Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the accounts of the applicable Lenders the then unpaid

principal amount of the Loans comprising each Borrowing of such Borrower on the Maturity Date. Each Borrower hereby unconditionally promises

to pay to the applicable Lender the then unpaid principal amount of each Contract Loan on the date or dates agreed by such Borrower and

such Lender.

(b)

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the obligations of each Borrower

to such Lender resulting from the Loans made by such Lender.

(c)

The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Borrowing made hereunder,

the Class and Type thereof and the Interest Period applicable thereto and (ii) the amount of any sum received by the Administrative

Agent hereunder for the accounts of the Lenders and each Lender’s share thereof.

(d)

The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie

evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative

Agent to maintain such accounts, or any error therein, shall not in any manner affect the obligation of any Borrower to repay the Loans

made to it in accordance with the terms of this Agreement.

(e)

Any Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note if it is the policy

of such Lender to obtain promissory notes in transactions comparable to those provided for herein or if such Lender has another business

reason for requesting such a promissory note. In such event, each applicable Borrower shall prepare, execute and deliver to such Lender

a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in

the form of Exhibit C hereto. Thereafter, the Loans evidenced by each such promissory note and interest thereon shall at all times (including

after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the

payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(f)

Each Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not

less than 45 days and not more than 60 days prior to the Termination Date, extend the Maturity Date to a date not later than the first

anniversary of the Termination Date; provided that any such extension of the Maturity Date shall be subject to the satisfaction,

on and as of the Termination Date, of the following conditions:

(i)

The representations and warranties of the Borrowers set forth herein shall be true and correct on and as of the Termination Date,

except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties

shall be true and correct as of such earlier date).

(ii)

Immediately before and after the Termination Date, no Default shall have occurred and be continuing.

An extension of the Maturity Date as set forth herein

shall be deemed to constitute a representation and warranty by each Borrower on and as of the Termination Date as to the matters specified

in paragraphs (i) and (ii) of this Section 2.06(f). Loans repaid or prepaid after the Termination Date may not be reborrowed.

SECTION

2.07. Interest Elections. (a) Each Borrowing initially shall be of

the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have an initial Interest

Period as specified in such Borrowing Request. After the initial Revolving Borrowings, the Borrowers may elect to convert and continue

such Revolving Borrowings to or as other Revolving Borrowings as provided in this Section. The Borrowers may elect different options with

respect to different portions of the affected Borrowings, in which case each such portion shall be allocated ratably among the Lenders

holding the Loans comprising such Borrowings and any Loans resulting from an election made with respect to any such portion shall be considered

a separate Borrowing. Notwithstanding any other provision of this Section, no Borrowing may be converted into or continued as a Borrowing

with an Interest Period ending after the Maturity Date. This Section shall not apply to Contract Loans, which may not be converted or

continued.

(b)

To make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of

such election by telephone, by the time and date that a Borrowing Request would be required under Section 2.03 if such Borrower were

requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic

Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent

of a written Interest Election Request in a form approved by the Administrative Agent and signed by the relevant Borrower, or the Company

on its behalf. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to elect an Interest

Period for Term Benchmark Loans that does not comply with Section 2.02(d).

(c)

Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:

(i)

the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different

portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant

to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)

the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)

whether a Term Benchmark Borrowing or an ABR Borrowing is elected; and

(iv)

in the case of an election of a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such

election, which shall be a period contemplated by the definition of the term “Interest Period”; provided that no Term

Benchmark Borrowing may be elected with an Interest Period that would extend after the Maturity Date.

If any such Interest Election Request requests

a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period

of one month’s duration.

(d)

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof

and of such Lender’s portion of each resulting Borrowing.

(e)

If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to

the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest

Period such Borrowing shall be converted to an ABR Borrowing.

(f)

The conversion or continuation of any Borrowing shall not constitute a repayment of amounts outstanding or a new advance of funds

hereunder.

SECTION

2.08. Termination and Reduction of Commitments. (a) Unless previously

terminated, the Commitments shall terminate on the Termination Date.

(b)

The Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of

the Commitments shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and

(ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance

with Section 2.09, the Revolving Loan Exposure of any Lender would exceed its Commitment or the aggregate Exposures would exceed

the aggregate Commitments.

(c)

The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b)

of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date

of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the

Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which

case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if

such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments

shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION

2.09. Prepayment of Loans. (a) Any Borrower, or the Company on behalf

of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part,

subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders

shall have otherwise agreed at the time such Loans were made, Contract Loans may be prepaid only with the consent of the Lenders making

such Loans.

(b)

If prior to the Termination Date the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any

Interest Period for any Term Benchmark Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable

Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving

effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or

(ii), as applicable.

(c)

Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings

to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section.

(d)

The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone

(confirmed by telecopy or electronic communication) of any prepayment of a Borrowing hereunder (i) in the case of a Term Benchmark Borrowing,

not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case

of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice

shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;

provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments

as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance

with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents

thereof. Each partial

prepayment of any Borrowing shall be in an

amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment

of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued

interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

SECTION

2.10. Fees. (a) The

Company agrees to pay to the Administrative Agent in US Dollars for the account of each Lender (except, in the case of any Defaulting

Lender, as provided in Section 2.19) a commitment fee, which shall accrue at the rate of 0.0175% per annum on the daily unused amount

of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment

terminates. Accrued commitment fees shall be payable in arrears on the fifteenth day after the last day of March, June, September and

December of each year, commencing on the first such date to occur after the date hereof, and on the date on which the Commitments terminate.

All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including

the first day but excluding the last day). For purposes of computing commitment fees, a Commitment of a Lender shall be deemed

to be used to the extent of the outstanding Loans of such Lender.

(b)

On the Termination Date, the Company agrees to pay to the Administrative Agent for the account of each Lender a term-out

fee equal to 0.75% of the outstanding amount of such Lender’s Loans that are not repaid on the Termination Date.

(c)

The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately

agreed upon between the Company and the Administrative Agent.

(d)

All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution,

in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION

2.11. Interest. (a) The Loans comprising each ABR Borrowing shall bear

interest at the Alternate Base Rate plus the Applicable Rate.

(b)

The Loans comprising each Term Benchmark Borrowing shall bear interest at the Term SOFR Rate for the Interest Period in effect

for such Borrowing plus the Applicable Rate.

(c)

Each Contract Loan shall bear interest at a rate per annum agreed upon between the applicable Borrower and Lender.

(d)

Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee payable by any Borrower hereunder is not

paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before

judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable

to such Loan as provided in

the preceding paragraphs of this Section and

(ii) in the case of any other amount payable, 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) above.

(e)

Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i)

interest accrued pursuant to paragraph (e) above shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan

(other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid

or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark

Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of

such conversion.

(f)

All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to

the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365

days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day

but excluding the last day). The applicable Alternate Base Rate or Term SOFR Rate shall be determined by the Administrative Agent, and

such determination shall be conclusive absent manifest error.

SECTION

2.12. Alternate Rate of Interest. (a) Subject to clauses (b), (c),

(d), (e) and (f) of this Section 2.12, if:

(i)

the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement

of any Interest Period for a Term Benchmark Borrowing that adequate and reasonable means do not exist for ascertaining the Term SOFR Rate

(including because the Term SOFR Reference Rate is not available or published on a current basis) for such Interest Period or (B) at any

time, that adequate and reasonable means do not exist for ascertaining Daily Simple SOFR; or

(ii)

the Administrative Agent is advised by the Required Lenders that would participate in such Borrowing that (A) prior to the commencement

of any Interest Period for a Term Benchmark Borrowing, the Term SOFR Rate for such Interest Period will not adequately and fairly reflect

the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period or (B) at any time,

Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such

Borrowing;

then the Administrative Agent shall give notice

thereof to the applicable Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until

(x) the Administrative Agent notifies the applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice

no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with

the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, any Interest Election Request that

requests the conversion of any

Borrowing to, or continuation of any Borrowing

as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest

Election Request or a Borrowing Request, as applicable, for (x) a Daily Simple SOFR Borrowing so long as Daily Simple SOFR is not also

the subject of Section 2.12(a)(i) or (ii) above or (y) an ABR Borrowing if Daily Simple SOFR also is the subject of Section 2.12(a)(i)

or (ii) above; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other

Type of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or Daily Simple SOFR Loan is outstanding on the date of

the applicable Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a) with respect to

the Term SOFR Rate or Daily Simple SOFR, as applicable, then until (x) the Administrative Agent notifies the applicable Borrower and the

applicable Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the

applicable Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in

accordance with the terms of Section 2.03, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such

Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute,

(x) a Daily Simple SOFR Borrowing so long as Daily Simple SOFR is not also the subject of Section 2.12(a)(i) or (ii) above or (y) an ABR

Loan if Daily Simple SOFR also is the subject of Section 2.12(a)(i) or (ii) above, on such day and (2) any Daily Simple SOFR Loan shall

on and from such day be converted by the Administrative Agent to, and shall constitute, an ABR Loan.

(b)

Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related

Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x)

if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such

Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes

hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to,

or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined

in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at

or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the

Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long

as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising

the Required Lenders.

(c)

Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right, in

consultation with the Company, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the

contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will

become effective without any further action

or consent of any other party to this Agreement or any other Loan Document.

(d)

The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event,

(ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (1) the

removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (2) the commencement or conclusion of any Benchmark

Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender

(or group of Lenders), pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the

occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection,

will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other

party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

(e)

Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation

of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor

for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by

the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided

a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,

then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time

to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is

subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no

longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),

then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time

to reinstate such previously removed tenor.

(f)

Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any

request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during

any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any request for a Term Benchmark Borrowing

into a request for a Borrowing of or conversion to (A) a Daily Simple SOFR Borrowing so long as Daily Simple SOFR is not the subject of

a Benchmark Transition Event or (B) an ABR Borrowing if Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark

Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate

Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination

of the Alternate Base Rate. Furthermore,

if any Term Benchmark Loan or Daily Simple

SOFR Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period

with respect to the Term SOFR Rate or Daily Simple SOFR, as applicable, then until such time as a Benchmark Replacement is implemented

pursuant to this Section 2.12, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the

next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x)

a Daily Simple SOFR Loan so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if Daily Simple

SOFR is the subject of a Benchmark Transition Event, on such day and (2) any Daily Simple SOFR Loan shall on and from such day be converted

by the Administrative Agent to, and shall constitute, an ABR Loan.

SECTION

2.13. Increased Costs. (a) If any Change in Law or the applicability

of any Statutory Reserves 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 by, any Lender; or

(ii)

impose on any Lender or the applicable offshore interbank market any other condition affecting this Agreement or Term Benchmark

Loans made by such Lender or participations therein;

and the result of any of the foregoing shall

be to increase the cost to such Lender of making, continuing, converting into or maintaining any Term Benchmark Loan (or of maintaining

its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,

interest or otherwise), then the Company will pay or cause the other Borrowers to pay to such Lender such additional amount or amounts

as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)

If any Lender reasonably determines that any Change in Law 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 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 and liquidity), then from time to time the Company will pay or cause the other Borrowers

to 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.

(c)

Each Lender shall determine the amount or amounts necessary to compensate such Lender or such Lender’s holding company, as

the case may be, as specified in paragraph (a) or (b) of this Section using the methods customarily used by it for such purpose (and

if such Lender uses more than one such method, the method used hereunder shall be that which most accurately determines such amount or

amounts). A

certificate of a Lender setting forth the amount

or amounts necessary to compensate such Lender or such Lender’s holding company, as the case may be, as specified in paragraph (a)

or (b) of this Section, and an explanation in reasonable detail of the method and calculations by which such amount shall have been determined,

shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay or cause the other Borrowers to

pay to such Lender the amount shown as due on any such certificate within 15 Business Days after receipt thereof.

(d)

Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such

Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant

to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower

of the Change in Law giving rise to such increased costs or reductions and delivers a certificate with respect thereto as provided in

paragraph (c) above; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive,

then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION

2.14. Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on

the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term

Benchmark Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto,

(c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless

of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment or deemed

assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by

the Company pursuant to Section 2.17, then, in any such event, the applicable Borrower shall compensate each Lender for the loss,

cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled

to receive pursuant to this Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount

or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall

pay such Lender the amount shown as due on any such certificate within 15 Business Days after receipt thereof.

SECTION

2.15. Taxes. (a) Any and all payments by or on account of any Borrower

in respect of any Obligation hereunder or under any other Loan Document shall be made free and clear of and without deduction for any

Indemnified Taxes or Other Taxes; provided that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes

from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including

deductions applicable to additional sums payable under this Section) the Administrative Agent or the applicable Lender, as the case may

be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such

deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable

law.

(b)

In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)

The relevant Borrower shall indemnify the Administrative Agent and each Lender, within 15 Business Days after written demand therefor,

for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or

with respect to any payment by or on account of any obligation of any Borrower hereunder or under any other Loan Document (including Indemnified

Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable

expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed

or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability setting forth in reasonable

detail the circumstances giving rise thereto and the calculations used by such Lender to determine the amount thereof delivered to the

Company by a Lender, or by the Administrative Agent, on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)

As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such

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 the return reporting such payment or other evidence of such payment reasonably satisfactory to the

Administrative Agent.

(e)

Each Lender shall severally indemnify the Administrative Agent for (i) any Taxes (but, in the case of any Indemnified Taxes, only

to the extent that the relevant Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting

the obligation of the relevant Borrower to do so) attributable to such Lender and (ii) any Taxes attributable to such Lender’s failure

to comply with the provisions of Section 10.04(h) relating to the maintenance of a Participant Register, in each case that are paid or

payable by the Administrative Agent in connection with any Loan Document and any penalties, interest and 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.

The indemnity under this paragraph (e) shall be paid within 15 Business Days after the Administrative Agent delivers to the applicable

Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive

of the amount so paid or payable absent manifest error.

(f)

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which

a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver

to the Company (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and

executed documentation prescribed by applicable law or reasonably requested by the Company as will permit such payments to be made without

withholding or at a reduced rate; provided that such Lender has received written notice from the Company advising it of the availability

of such exemption or reduction and containing all applicable documentation.

(ii)

If a payment made to a Lender under any Loan Document would be subject to United States 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 Withholding Agent, at the time or times prescribed by law and at

such time or times reasonably requested by the Withholding 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 Withholding Agent as may be

necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied

with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment.

Solely for purposes of this Section 2.15(f)(ii), “FATCA” shall include any amendments made to FATCA after the date of

this Agreement.

SECTION

2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a)

Except as agreed by the relevant Borrower and the applicable Lenders with respect to Contract Loans, each Borrower shall make each payment

required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under

Section 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available

funds, without set-off or counterclaim. Any amounts received after such time (or any other applicable time agreed by the relevant Borrower

and the applicable Lenders with respect to Contract Loans) on any date may, in the discretion of the Administrative Agent, be deemed to

have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to

such account as the Administrative Agent shall from time to time specify in a notice delivered to the Company and the applicable Borrower;

provided that payments to the applicable Lenders in respect of Contract Loans and payments pursuant to Sections 2.13, 2.14,

2.15 and 10.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the

Persons specified therein (it being agreed that the Borrowers will be deemed to have satisfied their obligations with respect to payments

referred to in this proviso if they shall make such payments to the persons entitled thereto in accordance with instructions provided

by the Administrative Agent; the Administrative Agent agrees to provide such instructions upon request, and no Borrower will be deemed

to have failed to make such a payment if it shall transfer such payment to an improper account or address as a result of the failure of

the Administrative Agent to provide proper instructions). The Administrative Agent shall distribute any such payments received by it for

the account of any Lender or other Person promptly, in accordance with customary banking practices, following receipt thereof at the appropriate

lending office or other address specified by such Lender or other Person. If any payment hereunder shall be due on a day that is not a

Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,

interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in US Dollars. Any payment required

to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall,

at or before such time, have taken the

necessary steps to make such payment in accordance

with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b)

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal

of or interest on its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and

accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase

(for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments

shall be shared by the Lenders ratably in accordance with the aggregate amount of their Loans and accrued interest thereon; provided

that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations

shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph

shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement

or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee

or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).

Each 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 such Borrower rights of set-off 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. Any purchaser

of a participation under this paragraph shall have the benefit of Sections 2.13, 2.14 and 2.15 with respect to the participation purchased,

but shall not be deemed by virtue of such purchase to have extended any Commitment that it had not extended prior to such purchase.

(c)

Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is

due for the account of all or certain of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent

may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute

to the applicable Lenders, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then

each of the applicable Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to

such Lender 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 a rate determined by the Administrative Agent in accordance with banking industry practices

on interbank compensation.

(d)

If any Lender shall fail to make any payment required to be made by it to the Administrative Agent pursuant to this Agreement,

then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received

by it for the account of such Lender to satisfy such Lender’s obligations to the Administrative Agent until all such unsatisfied

obligations are fully paid.

SECTION 2.17. Mitigation Obligations;

Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if any Borrower is required to pay

any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such

Lender shall consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the

costs of taking such actions and shall, at the request of the Company following such consultations, 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 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any

unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable,

direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)

If (i) any Lender requests compensation under Section 2.13, (ii) any Borrower is required to pay any additional amount to

any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, (iii) any Lender becomes a Defaulting

Lender or (iv) any Lender delivers a Notice of Illegality pursuant to Section 2.18, then the Company 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 Section 10.04), all its interests, rights and obligations under the Loan Documents to an

assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided

that (A) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably

withheld, conditioned or delayed, (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, from the assignee or the Company and (C) in the

case of any such assignment and delegation resulting from the delivery of a Notice of Illegality under Section 2.18, it shall not be unlawful

under Federal or applicable state or foreign law for the assignee to make Loans or otherwise extend credit to or do business with the

Subsidiary in respect of which such Notice of Illegality was delivered. A Lender shall not be required to make any such assignment and

delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require

such assignment and delegation cease to apply.

SECTION

2.18. Designation of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary

as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and

the Company. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of such Borrowing Subsidiary Agreement

to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five Business Days after it has been posted by

the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later

than the third Business Day after the posting of such Borrowing Subsidiary Agreement under the Patriot Act or other “know-your-customer”

laws including, to the extent such

Subsidiary qualifies as a “legal entity

customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary), unless

prior thereto the Administrative Agent shall have received written notice from any Lender that it shall be unlawful under Federal or applicable

state or foreign law or prohibited under such Lender’s bona fide internal policies of general applicability for such Lender to make

Loans or otherwise extend credit to or do business with such Subsidiary (a “Notice of Illegality”), in which case such

Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Illegality or ceases

to be a Lender hereunder pursuant to Section 2.17(b). Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding

sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement until

the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary,

whereupon such Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement. Notwithstanding the preceding sentence,

no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on

any Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall

be effective to terminate the right of such Borrowing Subsidiary to make further Borrowings under this Agreement. As soon as practicable

upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Lender.

SECTION

2.19. Defaulting Lenders. (a) Notwithstanding any provision of this

Agreement to the contrary, if any Lender becomes a Defaulting Lender, then (i) commitment fees shall cease to accrue on the unused portion

of the Commitment of such Defaulting Lender pursuant to Section 2.10(a); and (ii) the Commitment and Revolving Loan Exposure of such Defaulting

Lender shall be disregarded for purposes of any determination of whether the Required Lenders or other requisite Lenders have taken or

may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided

that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender shall require the consent of such

Defaulting Lender.

(b)

In the event that the Administrative Agent and the Company shall agree that a Defaulting Lender has adequately remedied all matters

that caused such Lender to be a Defaulting Lender, then on such date such Lender shall fund its Loan to each Borrower or purchase at par

Loans of the other Lenders, in each case as the Administrative Agent shall determine may be necessary in order for such Lender to hold

such Loans ratably in accordance with its Commitment. Such Lender shall cease to be a Defaulting Lender upon remedying all matters to

the satisfaction of the Administrative Agent and the Borrower that caused such Lender to be a Defaulting Lender, including the funding

of any Loan or the closing of the purchase of any Loan necessary in order for such Lender to hold such Loans ratably in accordance with

its Commitment.

ARTICLE

III

Representations and Warranties

The Company and each other

Borrower represents and warrants to the Lenders that:

SECTION

3.01. Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in

good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to carry on its business

as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result

in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification

is required.

SECTION

3.02. Authorization; Enforceability. The Transactions are within the Company’s and each other Borrower’s corporate

powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed

and delivered by the Company and each other Borrower and constitutes a legal, valid and binding obligation of each of them, enforceable

in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’

rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION

3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration

or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and

effect and except as may be required under applicable securities laws and regulations, (b) will not violate any applicable law or

regulation or the charter, by-laws or other organizational documents of the Company or any other Borrower or any order of any Governmental

Authority, (c) will not violate or result in a default under any indenture, agreement or instrument governing Material Indebtedness

binding upon the Company or any Subsidiary or their assets, or give rise to a right thereunder to require any payment to be made by the

Company or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary

under any indenture, agreement or instrument governing Material Indebtedness.

SECTION

3.04. Financial Position; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated

balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended June 30, 2025 (the

“Annual Financial Statements”), reported on by Deloitte & Touche LLP, independent registered public accountants,

certified by its chief financial officer as presenting fairly, in all material respects, the financial position and results of operations

of the Company and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and its consolidated

balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal quarters ended September 30,

2025, December 31, 2025 and March 31, 2026 (collectively, the

“Quarterly Financial Statements”),

certified by one of its Financial Officers as presenting fairly, in all material respects, the financial position and results of operations

of the Company and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal

year-end audit adjustments and the absence of footnotes. The Annual Financial Statements and the Quarterly Financial Statements present

fairly, in all material respects, the financial position and results of operations and cash flows of the Company and the consolidated

Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, in the case of the Quarterly Financial Statements,

normal year-end adjustments and the absence of footnotes.

(b)

Since March 31, 2026, there has been no material adverse change in the business, assets, operations, prospects or condition, financial

or otherwise, of the Company and the Subsidiaries, taken as a whole.

SECTION

3.05. Properties. The Company and each Material Subsidiary has good title to, or valid leasehold interests in, all its real

and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its

business as currently conducted or to utilize such properties for their intended purposes and except where the failure to do so, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION

3.06. Litigation and Environmental Matters. (a) There are no actions,

suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened

against or affecting the Company and its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination

and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect

or (ii) that involve this Agreement or the Transactions.

(b)

Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in

a Material Adverse Effect, none of the Company and the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,

maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any

Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of

any basis for any Environmental Liability.

SECTION

3.07. Compliance with Laws and Agreements. The Company and each Material Subsidiary is in compliance with all laws, regulations

and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding

upon it or its property, except where the failure to be in compliance, individually or in the aggregate, could not reasonably be expected

to result in a Material Adverse Effect.

SECTION

3.08. Federal Reserve Regulations. (a) Neither any Borrower nor any

Subsidiary is engaged principally, or as a substantial part of its activities, in the business

of extending credit for the purpose of purchasing

or carrying Margin Stock (within the meaning of Regulation U).

(b)

No part of the proceeds of any Loan has been or will be used, whether directly or indirectly, and whether immediately, incidentally

or ultimately, to purchase or carry Margin Stock (as defined in Regulation U of the Board) or to refinance Indebtedness originally incurred

for such purpose, or in any manner or for any purpose that has resulted or will result in a violation of Regulation T, U or X of

the Board.

SECTION

3.09. Investment Company Status. Neither any Borrower nor any of the Subsidiaries is an “investment company”

as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION

3.10. Taxes. The Company and the Material Subsidiaries have timely filed or caused to be filed all Tax returns and reports

required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) any Taxes

that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has set aside on its books

adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse

Effect.

SECTION

3.11. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such

ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial

Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more

than US$100,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of

all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not,

as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$100,000,000 the fair market value

of the assets of all such underfunded Plans.

SECTION

3.12. Disclosure. Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates

or other information furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation

of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) 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.

SECTION

3.13. Anti-Corruption Laws and Sanctions. The Company has implemented and will maintain and enforce policies and procedures

that are in the Company’s judgment appropriate to ensure compliance by the Company, its Subsidiaries, and their directors, officers,

employees and agents with applicable Anti-Corruption Laws and applicable Sanction Laws. None of the Company or any Subsidiary or, to the

knowledge of any Borrower, any of their directors,

officers or employees, is a Sanctioned Person.

SECTION

3.14. Affected Financial Institution. No Borrower is an Affected Financial Institution (as defined in Section 10.17).

SECTION

3.15. Outbound Investment Rules. Neither the Company nor any of its Subsidiaries is a “covered foreign person”

as that term is used in the Outbound Investment Rules. Neither the Company 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 Company

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

Conditions

SECTION

4.01. Effective Date. This Agreement shall become effective on the date on which each of the following conditions is satisfied

(or waived in accordance with Section 10.02):

(a)

The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement

signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include transmission by emailed

.pdf or any other electronic means of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)

The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders

and dated the Effective Date) of David Kwon, Esq., Chief Legal Officer of the Company, substantially in the form of Exhibit D, and covering

such other matters relating to the Company, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Company

hereby requests such counsel to deliver such opinion.

(c)

The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably

request relating to the organization, existence and good standing of the Borrowers, the authorization of the Transactions and any other

legal matters relating to the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative

Agent and its counsel.

(d)

The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President

or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02

(without giving effect to the parenthetical in such paragraph (a)).

(e)

The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,

to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

(f)

The commitments under the Existing Credit Agreements shall have been or shall simultaneously be terminated and the principal of

and interest accrued on all loans outstanding thereunder and all fees and other amounts accrued or owing thereunder shall have been or

shall simultaneously be paid in full.

The Administrative Agent shall notify the Company

and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations

of the Lenders to make Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section

10.02) at or prior to 5:00 p.m., New York City time, on June 26, 2026 (and, in the event such conditions are not so satisfied

or waived, the Commitments shall terminate at such time).

SECTION

4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the

satisfaction of the following conditions:

(a)

The representations and warranties of the Borrowers set forth in this Agreement (other than the representations set forth in Sections

3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing.

(b)

At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute

a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of

this Section.

SECTION

4.03. Initial Credit Event for each Borrowing Subsidiary. The obligation of each Lender to make Loans to any Borrowing Subsidiary

is subject to the satisfaction of the following conditions:

(a)

The Administrative Agent (or its counsel) shall have received a Borrowing Subsidiary Agreement of such Borrowing Subsidiary duly

executed by all parties thereto.

(b)

The Administrative Agent shall have received such documents, legal opinions and certificates as the Administrative Agent or its

counsel may reasonably

request relating to the formation, existence

and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary

and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form

and substance satisfactory to the Administrative Agent and its counsel.

ARTICLE

Affirmative Covenants

Until the Commitments have

expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder shall have

been paid in full, the Company and each other Borrower covenants and agrees with the Lenders that:

SECTION

5.01. Financial Statements and Other Information. The Company will furnish to the Administrative Agent (for prompt distribution

to the Lenders):

(a)

within 90 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements

of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative

form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of

recognized national standing (without a “going concern” or like qualification or exception and without any qualification or

exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects,

the financial position and results of operations of the Company and its consolidated subsidiaries on a consolidated basis in accordance

with GAAP consistently applied;

(b)

within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated

balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter

and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period

or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial

Officers as presenting fairly, in all material respects, the financial position and results of operations of the Company and its consolidated

subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the

absence of footnotes;

(c)

concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer

of the Company certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and

any action taken or proposed to be taken with respect thereto;

(d)

promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials

filed by the Company or any of its subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding

to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders

generally, as the case may be; and

(e)

promptly following any request therefor, such other information regarding the operations, business affairs and financial position

of the Company or any of its subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may

reasonably request.

Reports required to be delivered pursuant to

subsections (a), (b) and (d) of this Section 5.01 shall be deemed to have been delivered on the date on which the Company posts such

reports on the Company’s website on the Internet at www.adp.com or when such report is posted on the SEC’s website at www.sec.gov;

provided that the Company shall deliver paper copies of the reports referred to

in subsection (a), (b) and (d) of this Section 5.01 to the Administrative Agent or any Lender who requests the Company to deliver such

paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative

Agent shall promptly make available to each Lender a copy of the certificate to be delivered pursuant to subsection (c) of this Section 5.01

by posting such certificate on IntraLinks or by other similar means.

SECTION

5.02. Notices of Material Events. The Company will furnish to the Administrative Agent and each Lender prompt written notice

(in any case within five Business Days) of the following:

(a)

the occurrence of any Default;

(b)

the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting

the Company or any Subsidiary as to which there is a reasonable possibility of an adverse determination and that, if adversely determined,

could reasonably be expected to result in a Material Adverse Effect; and

(c)

any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall

be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the event

or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION

5.03. Existence; Conduct of Business. The Company will, and will cause each other Borrower to, do or cause to be done all

things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges

and franchises material to the conduct of its business; provided that the foregoing

shall not prohibit any merger, consolidation,

liquidation or dissolution permitted under Section 6.03.

SECTION

5.04. Payment of Taxes. The Company will, and will cause each Material Subsidiary to, pay its Tax liabilities, that, if

not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity

or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on

its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest

could not reasonably be expected to result in a Material Adverse Effect.

SECTION

5.05. Maintenance of Properties. The Company will, and will cause each Material Subsidiary to, keep and maintain all property

material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION

5.06. Books and Records; Inspection Rights. The Company will keep proper books of record and account in which full, true

and correct entries are made of all dealings and transactions in relation to its business and activities. The Company will permit any

representatives designated by the Administrative Agent, or by any Lender through the Administrative Agent, at reasonable times and upon

reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss

its affairs, finances and condition with its officers.

SECTION

5.07. Compliance with Laws. The Company will, and will cause each Material Subsidiary to, comply with all laws, rules, regulations

and orders of any Governmental Authority applicable to it or its property (including ERISA and environmental laws), except where the failure

to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will

maintain and enforce policies and procedures that are in the Company’s judgment appropriate to ensure compliance by the Company,

its Subsidiaries, and their directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanction Laws.

SECTION

5.08. Use of Proceeds. (a) The proceeds of the Loans will be used only

for general corporate purposes, including the refinancing of any indebtedness outstanding on the Effective Date under the Existing Credit

Agreements or under the 2025 Five-Year Credit Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly,

to purchase or carry Margin Stock (as defined in Regulation U of the Board) or to refinance Indebtedness originally incurred for such

purpose, or in any manner or for any purpose that will result in a violation of Regulation T, U or X of the Board.

(b)

The proceeds of any Borrowing will not directly or knowingly indirectly be used by the Borrowers or their Subsidiaries for the

purpose of (i) making or furthering a payment, a promise to pay or an offer of money or value to any Person in violation of applicable

Anti-Corruption Laws, (ii) financing any activity or transaction of or with any Sanctioned Person or in any Sanctioned Country, to the

extent such activities or transactions would be prohibited by Sanction Laws if conducted by a corporation

incorporated in the United States or (iii)

carrying out any other transaction that would result in the violation of any applicable Sanction Laws.

ARTICLE

Negative Covenants

Until the Commitments have

expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in

full, the Company and each other Borrower covenants and agrees with the Lenders that:

SECTION

6.01. Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien

on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable)

or rights in respect thereof, except:

(a)

Permitted Encumbrances;

(b)

any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.01;

provided that (i) such Lien shall not apply to any other property or asset of any of the Borrowers or any of their Subsidiaries

and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements

thereof that do not increase the outstanding principal amount thereof;

(c)

any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any

property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided

that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary,

as the case may be, (ii) such Lien shall not apply to any other property or assets of any of the Company or any Subsidiary and (iii) such

Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary,

as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d)

Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such

Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such

construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving

such fixed or capital assets and (iii) such security interests shall not apply to any other property or assets of the Company or

any Subsidiary;

(e)

Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and

the Subsidiaries; and

(f)

other Liens not expressly permitted by clauses (a) through (e) above; provided that the sum of (i) the aggregate principal

amount of outstanding obligations secured by Liens permitted under this clause (f) and (ii) the Attributable Debt permitted by Section

6.02(b) does not at any time exceed 25% of Consolidated Net Worth. For the avoidance of doubt, the Company may treat obligations that

appear on its consolidated balance sheet arising from factoring or other financing arrangements pursuant to which it or any subsidiary

sells accounts receivable as being secured by a Lien for purposes of this Section 6.01(f).

SECTION

6.02. Sale and Leaseback Transactions. The Company will not, and will not permit any of its Subsidiaries to, enter into

any Sale and Leaseback Transaction except:

(a)

Sale and Leaseback Transactions to which the Borrower or any Subsidiary is a party as of the date hereof; and

(b)

other Sale and Leaseback Transactions; provided that the sum of (i) the aggregate principal amount of outstanding obligations

secured by Liens permitted by Section 6.01(f) and (ii) the aggregate Attributable Debt in respect of Sale and Leaseback Transactions permitted

by this clause (b) does not at any time exceed 25% of Consolidated Net Worth.

SECTION

6.03. Fundamental Changes. Neither the Company nor any other Borrower will merge into or consolidate with any other Person,

or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction

or in a series of transactions and including by means of any merger or sale of capital stock or otherwise) all or substantially all of

its assets (whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after

giving effect thereto no Default shall have occurred and be continuing or would result from such transaction, the Company or any Borrower

may merge or consolidate with any Person if (a) the Company or such Borrower, as the case may be, is the surviving Person or (b) the surviving

Person (i) is organized under the laws of The United States of America or, in the case of a merger or consolidation of a Borrower other

than the Company, the jurisdiction of organization of such Borrower, and (ii) assumes in writing all of the Company’s or such Borrower’s

obligations under this Agreement pursuant to documentation reasonably satisfactory to the Administrative Agent, such satisfaction to be

based solely upon the validity and enforceability of the assumption contained in such documentation.

SECTION

6.04. Outbound Investment Rules. The Company 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 Company 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

VII

Events of Default

If any of the following events

(“Events of Default”) shall occur:

(a)

the Company or any other Borrower shall fail to pay any principal of any Loan, when and as the same shall become due and payable,

whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)

the Company or any other Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount

referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such

failure shall continue unremedied for a period of three Business Days;

(c)

any representation or warranty made or deemed made by or on behalf of the Company or any Borrower in or in connection with this

Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document

furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to

have been incorrect in any material respect when made or deemed made;

(d)

the Company or any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02,

5.03 (with respect to the Company’s or such Borrower’s existence) or 5.08 or in Article VI;

(e)

the Company or any Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other

than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of

30 days after notice thereof from the Administrative Agent or any Lender to the Company;

(f)

the Company or any Subsidiary shall default in the payment of any Material Indebtedness when and as due, or any event or condition

shall occur that results in any Material Indebtedness becoming due prior to its scheduled maturity; provided, that if the maturity

of any Material Indebtedness of a Person acquired directly or indirectly by the Company after the date hereof shall be accelerated by

reason of such acquisition, no Event of Default under this paragraph (f) shall be deemed to have occurred with respect to such Material

Indebtedness so long as such acceleration shall have been rescinded, or such Material Indebtedness shall have been repaid, within five

Business Days following the date of such acceleration;

(g)

an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization

or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal,

state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,

trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part

of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving

or ordering any of the foregoing shall be entered;

(h)

the Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,

reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter

in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition

described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,

conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an

answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for

the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

(i)

the Company or any Material Subsidiary shall become unable, admit in writing its inability, or fail generally, to pay its debts

as they become due;

then, and in every such event (other than an

event with respect to any Borrower described in clause (g) or (h) of this Article), and at any time thereafter during the continuance

of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or

both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments

shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case

any principal or other amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the

principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of

the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any

kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any of the Borrowers described in clause

(g) or (h) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with

accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable,

without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

ARTICLE

VIII

The Administrative Agent

In order to expedite the

transactions contemplated by this Agreement, the Person named in the heading of this Agreement is hereby appointed to act as Administrative

Agent on behalf of the Lenders. Each of the Lenders and each assignee of any Lender hereby irrevocably authorizes the Administrative Agent

to take such actions on behalf of such Lender or assignee and to exercise such powers as are delegated to the Administrative Agent by

the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent

is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, and by the Borrowers with respect to clause

(c) below, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due

to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice

on behalf of each of the Lenders to the Company of any Default or Event of Default specified in this Agreement of which the Administrative

Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices,

financial statements and other materials delivered by the Company or any other Borrower pursuant to this Agreement or the other Loan Documents

as received by the Administrative Agent.

With respect to the Loans

made by it hereunder, the Administrative Agent in its individual capacity and not as the Administrative Agent shall have the same rights

and powers as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent

and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any of the Borrowers or any

of their Subsidiaries or other Affiliates thereof as if it were not the Administrative Agent.

The Administrative Agent

shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the

foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default

has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise

any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative

Agent is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders

as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Loan Documents,

the Administrative Agent shall not have any duty to disclose, and the Administrative Agent shall not be liable for the failure to disclose,

any information relating to any of the Borrowers or any of their Subsidiaries that is communicated to or obtained by the institution serving

as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken

or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall

be necessary under the circumstances as provided in Section 10.02) or in the absence of its

own gross negligence or willful misconduct.

The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the

Administrative Agent by a Borrower (in which case the Administrative Agent shall give written notice to each other Lender), and the Administrative

Agent 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 any 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, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document

or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere

in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The motivations

of the Administrative Agent are commercial in nature and not to invest in the general performance or operations of the Company.

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 believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall

not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any 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.

The Administrative Agent

may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents, which may include any

of its branches or affiliates, appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any

and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding

paragraphs 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 the Administrative Agent.

Subject to the appointment

and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying

the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company (not

to be unreasonably withheld, conditioned or delayed and except during the continuance of an Event of Default hereunder, when no consent

shall be required), to appoint a successor. In addition, if the Administrative Agent is a Defaulting Lender due to it having had a receiver,

conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation

of its business or custodian appointed for it, the Required Lenders shall have the right, by notice in writing to the Company and the

Administrative Agent, to remove the Administrative Agent in its capacity as such and, with the consent of

the Company (not to be unreasonably withheld,

conditioned or delayed and except during the continuance of an Event of Default hereunder, when no consent shall be required), to appoint

a successor. If (a) no successor to a retiring Administrative Agent 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, then the retiring

Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York,

New York, or an Affiliate of any such bank or (b) no successor to a removed Administrative Agent shall have been so appointed and

shall have accepted such appointment within 30 days following the issuance of a notice of removal, the removal shall become effective

on such 30th day and on such date the Required Lenders shall succeed as Administrative Agent to such removed Administrative

Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become

vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, as the case may be, and such

retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent’s

resignation or removal, as the case may be, hereunder, the provisions of this Article and Section 10.03 shall continue in effect

for the benefit of such retiring or removed Administrative Agent, as the case may be, its sub-agents and their respective Related Parties

in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender agrees (a) to

reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on the amount of its Loans and available Commitments

hereunder) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including counsel fees and compensation

of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Company or any

other Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the

amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against

it in its capacity as Administrative Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document

or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have

been reimbursed by the Company or any other Borrower; provided that no Lender shall be liable to the Administrative Agent or any

such other indemnified Person for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments,

suits, costs, expenses or disbursements that are determined to have resulted from the gross negligence or willful misconduct of the Administrative

Agent, and any of its Related Parties or any of their respective directors, officers, employees or agents.

Each Lender acknowledges

that 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 Agreement. Each Lender also acknowledges that

it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such

documents and information as it shall from

time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any

other Loan Document or related agreement or any document furnished hereunder or thereunder.

None of the Lenders identified

on the facing page or signature pages of this Agreement or elsewhere herein as a “syndication agent” or “documentation

agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable

to all Lenders as such.

Each Lender hereby agrees

that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion

that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment

of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted

to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall

promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion,

specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand

was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect

of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid

to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking

industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall

not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with

respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation

any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under

this paragraph or the following paragraph shall be conclusive, absent manifest error.

Each Lender hereby further

agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than,

or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect

to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on

notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case,

or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative

Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day

thereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return to the Administrative

Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest

thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment

(or portion thereof) was received by such Lender

to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

Each Borrower hereby agrees

that in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such erroneous Payment

(or portion thereof) for any reason, (x) the Administrative Agent shall be subrogated to all the rights of such Lender with respect to

such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower,

except, in each case, to the extent such erroneous Payment is, and solely with respect to the amount of such erroneous Payment that is,

comprised of funds received by the Administrative Agent from any Borrower for the purpose of satisfying Obligations.

Each party’s obligations

under the preceding three paragraphs shall survive the resignation or replacement of the Administrative Agent or any transfer of rights

or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of

all Obligations under any Loan Document.

The Lenders acknowledge that

there may be a constant flow of information (including information which may be subject to confidentiality obligations in favor of the

Borrowers) between the Borrowers and their Affiliates, on the one hand, and JPMorgan Chase Bank, N.A. and its Affiliates, on the other

hand. Without limiting the foregoing, the Borrowers or their Affiliates may provide information, including updates to previously provided

information to JPMorgan Chase Bank, N.A. and/or its Affiliates acting in different capacities, including as Lender, lead bank, arranger

or potential securities investor, independent of such entity’s role as administrative agent hereunder. The Lenders acknowledge that

neither JPMorgan Chase Bank, N.A. nor its Affiliates shall be under any obligation to provide any of the foregoing information to them.

Notwithstanding anything to the contrary set forth herein or in any other Loan Document, except for notices, reports and other documents

expressly required to be furnished to the Lenders by the Administrative Agent herein or in any other Loan Document to which the Administrative

Agent is a party, the Administrative Agent shall not have any duty or responsibility to provide, and shall not be liable for the failure

to provide, any Lender with any credit or other information concerning the Loans, the Lenders, the business, prospects, operations, property,

financial and other condition or creditworthiness of any of the Borrowers or any of their respective Affiliates that is communicated to,

obtained by, or in the possession of, the Administrative Agent or any of its Affiliates in any capacity, including any information obtained

by the Administrative Agent in the course of communications among the Administrative Agent and any Borrower, any Affiliate thereof or

any other Person. Notwithstanding the foregoing, any such information may (but shall not be required to) be shared by the Administrative

Agent with one or more Lenders, or any formal or informal committee or ad hoc group of such Lenders, including at the direction of a Borrower.

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, for the benefit of

the Administrative Agent, the Arrangers and

their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any Subsidiary, 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 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 such Lender’s entrance into, participation in, administration of and performance of the Loans, the

Commitments and this Agreement, (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.

In addition, unless sub-clause

(i) in the immediately preceding paragraph is true with respect to a Lender or a Lender has provided another representation, warranty

and covenant as provided in accordance with sub-clause (iv) in the immediately preceding paragraph, 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, the Arrangers and

their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any Subsidiary, that none of

the Administrative Agent, the Arrangers or any of their respective Affiliates is 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 to hereto or thereto).

The Administrative Agent

and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give

advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest

in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect

to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended

the Loans or the Commitments for an amount

less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments

in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,

arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent

fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees,

processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE

Guarantee

In order to induce the Lenders

to extend credit to the other Borrowers hereunder, the Company hereby irrevocably and unconditionally guarantees, as a primary obligor

and not merely as a surety, the payment when and as due of the Obligations of such other Borrowers. The Company further agrees that the

due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from

it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation.

The Company waives presentment

to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations

and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of the Administrative

Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this

Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission,

waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement or any other Loan Document or

agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) any

other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise

operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Company to subrogation.

The Company further agrees

that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have

stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives

any right to require that any resort be had by the Administrative Agent or any Lender to any balance of any deposit account or credit

on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person.

The obligations of the Company

hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any

defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of

the invalidity, illegality or unenforceability

of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise.

The Company further agrees

that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part

thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or

reorganization of any Borrower or otherwise.

In furtherance of the foregoing

and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company

by virtue hereof, upon the failure of any other Borrower to pay any Obligation when and as the same shall become due, whether at maturity,

by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the

Administrative Agent or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal

to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon.

Upon payment by the Company

of any sums as provided above, all rights of the Company against any Borrower arising as a result thereof by way of right of subrogation

or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the

Obligations owed by such Borrower to the Administrative Agent and the Lenders.

Nothing shall discharge or

satisfy the liability of the Company hereunder except the full performance and payment of the Obligations.

ARTICLE

Miscellaneous

SECTION

10.01. Notices. (a) Except in the case of notices and other communications

expressly permitted to be given by telephone (and subject to paragraph (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 telecopy, as follows:

(i)

if to any Borrower, to Automatic Data Processing, Inc., One ADP Boulevard, MS #420, Roseland, NJ 07068-1728, Attention of Treasurer

(Fax No. 973-974-3320), with a copy to Automatic Data Processing, Inc., One ADP Boulevard, MS #450, Roseland, NJ 07068-1728, Attention

of Chief Legal Officer (Fax No. 973-974-3324);

(ii)

if to the Administrative Agent from a Borrower, to JPMorgan Chase Bank, N.A., at the address separately provided to the Company;

(iii)

if to the Administrative Agent from the Lenders, to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd., NCC2 / 2nd

Floor, Newark, DE 19713,

Attention: Jacob McNett, jacob.mcnett@jpmorgan.com

and as set forth in its Administrative Questionnaire; and

(iv)

if to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or

telecopy number for notices and other communications hereunder by notice to the other parties hereto or in the case of a Lender, to the

Administrative Agent and the Borrowers. All notices and other communications given to any party hereto in accordance with the provisions

of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through IntraLinks or by other similar

means, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)

Notices and other communications to the Borrowers, the Lenders and the Administrative Agent hereunder may be delivered or furnished

by using an electronic platform pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall

not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative

Agent or the Borrower may, 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.

(c)

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) above, if such notice, email or other communication is not sent

during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business

on the next Business Day for the recipient.

SECTION

10.02. Waivers; Amendments. (a) No failure or delay by the Administrative

Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor

shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right

or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative

Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that

they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Borrower therefrom shall

in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall

be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the

making of a Loan shall not be construed as

a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default

at the time.

(b)

Subject to Section 2.12, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,

amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders or by

the Company and the Administrative Agent with the consent of the Required Lenders or, in the case of any other Loan Document, pursuant

to an agreement or agreements in writing entered into by the Administrative Agent and the Borrowers that are parties thereto, in each

case with the consent of the Required Lenders; provided that no such agreement shall (i) increase any Commitment of any Lender

without the written consent of such Lender, (ii) reduce the principal amount of any Loan, reduce the rate of interest thereon, or reduce

any fees payable hereunder, without the written consent of each Lender adversely affected thereby, (iii) postpone the date of any scheduled

payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or

excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected

thereby (provided that nothing shall limit the right of each Borrower to extend the Maturity Date pursuant to Section 2.06(f)),

(iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby without the written

consent of each Lender (it being understood that the addition of new tranches of loans or commitments that may be extended under this

Agreement shall not be deemed to alter such pro rata sharing of payments), (v) change any of the provisions of this Section or the

definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders

required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written

consent of each Lender (except, in each case, to provide for new tranches of loans or commitments that may be extended under this Agreement),

(vi) release the Company from, or limit or condition, its obligations under Article IX, without the written consent of each

Lender, (vii) change the currency in which Loans may be made without the written consent of each Lender affected thereby or (viii)

change Section 10.17 in any manner without the written consent of each Lender that is an Affected Financial Institution (as defined in

Section 10.17); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the

Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.

SECTION

10.03. Limitation of Liability; Expenses; Indemnity. (a) To the extent

permitted by applicable law (i) no Borrower shall assert, and each Borrower hereby

waives, any claim against the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent and any Lender, and any

Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities

arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications,

electronic or other information transmission systems (including the Internet), and (ii)

no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, 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

or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this Section 10.03(a)

shall relieve the Company or any other Borrower of any obligation it may have to indemnify an Indemnitee, as provided in Section 10.03(c),

against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(b)

The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,

including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliates, in connection

with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative

Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender,

in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or 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.

(c)

The Company shall indemnify the Administrative Agent and 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, liabilities,

out-of-pocket costs or expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred

by or asserted against any Indemnitee (whether by a third party or by any Borrower) arising out of, in connection with or as a result

of (i) any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing hereunder are

applied or proposed to be applied, directly or indirectly, by any of the Borrowers or their Subsidiaries, (ii) any Loan or the use of

the proceeds therefrom or (iii) the execution, delivery or performance by any of the Borrowers and their Subsidiaries of the Loan Documents,

or any actions or omissions of a Borrower or any of its Subsidiaries in connection therewith; provided that such indemnity shall

not, as to any Indemnitee, be available to the extent that such losses, liabilities, costs or expenses (x) shall be found by a final,

non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such

Indemnitee or (y) result from a claim brought by the Company or any Borrowing Subsidiary against an Indemnitee for a material breach in

bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Borrowing Subsidiary

has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction to the effect

that such a material breach in bad faith has occurred. Without limiting the provisions of Section 2.15(c), this Section 10.03(c) shall

not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(d)

To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (b)

or (c) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined

as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the

unreimbursed loss, liability, cost or expense, as the case may be, was incurred by or asserted against the Administrative Agent. For purposes

hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum (without duplication) of the

total Exposures and unused Commitments at the time.

(e)

All amounts due under this Section shall be payable within 15 Business Days after receipt by the Company of a reasonably detailed

invoice therefor.

SECTION

10.04. Successors and Assigns. (a) 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 neither the Company nor any Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior

written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent 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 and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent

and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)

Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including

all or a portion of its Commitments and the Loans or other amounts at the time owing to it); provided that (i) the Administrative

Agent (except in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund of a Lender) and the Company (except

in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund of a Lender or if an Event of Default has occurred

and, except in the case of an Event of Default under Sections (a), (b), (g) or (h) of Article VII of this Agreement, has been continuing

for 30 days) must each give their prior written consent to such assignment (which consents shall not be unreasonably withheld, conditioned

or delayed), (ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund of any Lender or an assignment

of the entire remaining amount of the assigning Lender’s Commitments and outstanding Loans, the Commitments and outstanding 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) shall not be less than US$10,000,000 unless each of the Company and the Administrative

Agent otherwise consent, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and

Assumption, together with a processing and recordation fee of US$3,500 and (iv) the assignee, if it shall not be a Lender, shall

deliver to the Administrative Agent an Administrative Questionnaire; provided further that (x) any consent of the Company

otherwise required under this paragraph shall not be required if an Event of Default referred to in clause (g), (h) or (i) of Article

VII has occurred and is continuing, (y) the Company shall be deemed to have consented to any such assignment unless it shall object

thereto by

written notice to the Administrative Agent

within 10 Business Days after having received notice thereof and (z) no assignment shall be made to any Person other than an Eligible

Assignee. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date

specified in each Assignment and Assumption the assignee thereunder shall be a party hereto 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 2.13, 2.14, 2.15 and 10.03).

Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be

treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph

(e) of this Section. The Borrowers shall not be responsible under Section 2.13 or 2.15 for any increased costs incurred by a Lender as

a result of an assignment under this Section to an Affiliate of such Lender unless such Lender is legally required to make such assignment.

(c)

The Administrative Agent, acting for this purpose as an agent of each Borrower, shall maintain at one of its offices in The City

of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses

of the Lenders, and the Commitment of, and principal amount 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, and the Borrowers, the Administrative Agent

and the Lenders may 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, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and

any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)

Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s

completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred

to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative

Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be

effective for purposes of this Agreement unless it has been made in compliance with this Agreement as provided in this paragraph.

(e)

Any Lender may, without the consent of any Borrower or the Administrative Agent, sell participations to one or more Eligible Assignees

(a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including

all or a portion of its Commitment and 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 Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly

with such Lender in connection

with such Lender’s rights and obligations

under this Agreement. 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, modification or waiver described in clause (i), (ii), (iii) or (vi) of the first proviso to Section 10.02(b) that

affects such Participant. Subject to paragraph (f) of this Section, each Borrower agrees that each Participant shall be entitled

to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to paragraph (b) of this Section.

(f)

A Participant shall not be entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable Lender would

have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such

Participant so provides and is made with the Company’s prior written consent. A Participant shall not be entitled to the benefits

of Section 2.15 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the

benefit of the Borrowers, to comply with Section 2.15(f) as though it were a Lender.

(g)

Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure

obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other applicable central

bank or, in the case of a Lender that is an investment fund, to the trustee under the indenture to which such fund is a party, and this

Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of

a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender

as a party hereto.

(h)

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 this Agreement or any other Loan Document (the “Participant Register”);

provided that no Lender shall have 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 or Loans or its other obligations

under this Agreement or any other 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.

SECTION

10.05. Survival. All covenants, agreements, representations and warranties made by the Borrowers herein or in any other

Loan Document or in the

certificates or other instruments delivered

in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other

parties hereto or thereto and shall survive the execution and delivery of this Agreement and any other Loan Document and the making of

any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent

or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended

hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any

other amount payable under this Agreement or any other Loan Document is outstanding and so long as the Commitments have not expired or

terminated. The provisions of Sections 2.13, 2.14, 2.15, 10.03 and 10.12 and Article VIII shall survive and remain in full force

and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments or the

termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION

10.06. Counterparts; Integration; Effectiveness. (a) This Agreement

may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original,

but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, any separate letter

agreements with respect to fees payable to the Administrative Agent and any provisions in any commitment letter executed and delivered

by the Borrower in connection with the transactions contemplated hereby that by the express terms of such commitment letter survive the

execution or effectiveness of this Agreement, 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 which, 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.

(b)

Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,

amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.01),

certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions

contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,

emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery

of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”

“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any

other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records

in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual

executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,

physical delivery thereof or the use of a paper-based

recordkeeping system, as the case may be; provided

that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written

consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent

the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled

to rely on such Electronic Signature purportedly given by or on behalf of the Borrowers without further verification thereof and without

any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent

or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality

of the foregoing, the Borrowers hereby (A) agree that, for all purposes, including without limitation, in connection with any workout,

restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers,

Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed

signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same

legal effect, validity and enforceability as any paper original, (B) agree that the Administrative Agent and each of the Lenders may,

at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged

electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the

original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal

effect, validity and enforceability as a paper record), (C) waive any argument, defense or right to contest the legal effect, validity

or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original

copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature

pages thereto and (D) waive any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative

Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or

any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result

of the failure of the Borrowers to use any available security measures in connection with the execution, delivery or transmission of any

Electronic Signature.

SECTION

10.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,

as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,

legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction

shall not invalidate such provision in any other jurisdiction.

SECTION

10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates

is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits

(general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations

at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against any of and all the

obligations of such Borrower now or hereafter

existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement

and although such obligations may be unmatured. Each Lender agrees promptly to notify the Administrative Agent after any such set-off

and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity

of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including

other rights of setoff) which such Lender may have.

SECTION

10.09. Governing Law; Jurisdiction; Consent to Service of Process. (a)

This Agreement and any other Loan Document and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise

and whether at law or in equity) based upon, arising out of or relating to this Agreement or any other Loan Document shall be construed

in accordance with and governed by the law of the State of New York.

(b)

Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of

the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern

District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising

out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably

and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York

State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action

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. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise

have to bring any action or proceeding relating to this Agreement against any Borrower or its properties in the courts of any jurisdiction.

(c)

Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any

objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in

any such court.

(d)

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01.

Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other

manner permitted by law.

SECTION

10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,

TORT OR ANY OTHER THEORY AND WHETHER AT LAW OR IN EQUITY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY

OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION

10.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,

are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION

10.12. Confidentiality. (a) The Administrative Agent and each Lender

agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its

Affiliates and to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other

advisors (including service providers engaged by the Administrative Agent or any Lender in connection with the administration and management

of the Loan Documents and the Commitments), to Related Funds’ directors and officers and to any direct or indirect contractual counterparty

in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of

such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority

(including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or

regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable

in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Administrative

Agent or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions

substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant

in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap,

derivative or insurance transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent

of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of

this Section of which the Administrative Agent or such Lender is aware or (B) becomes available to the Administrative Agent or any

Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which the

Administrative Agent or such Lender is aware. For the purposes of this Section, “Information” means all information

received from the Company relating to the Company or its business, other than (i) any such information that is available to the Administrative

Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a breach

of this Section of which the Administrative

Agent or such Lender is aware and (ii) customary information with respect to the terms of the credit facility established under this Agreement

routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person

required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation

to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would

accord to its own confidential information.

For the avoidance of doubt,

nothing in this Section 10.12 shall prohibit any Person from voluntarily disclosing or providing any Information within the scope of this

confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”)

to the extent that any such prohibition on disclosure set forth in this Section 10.12 shall be prohibited by the laws or regulations applicable

to such Regulatory Authority.

(b)

Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information

concerning the Company and its Related Parties or the Company’s securities, and confirms that it has developed compliance procedures

regarding the use of material non-public information and that it will handle such material non-public information in accordance with those

procedures and applicable law, including Federal and state securities laws.

(c)

All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative

Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public

information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender

represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who

may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law,

including Federal and state securities laws.

SECTION

10.13. Conversion of Currencies. (a) If, for the purpose of obtaining

judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees,

to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking

procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately

preceding the day on which final judgment is given.

(b)

The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder

(the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”)

other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only

to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment

Currency, the Applicable

Creditor may, in accordance with normal banking

procedures in the relevant jurisdiction, purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency

so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate

obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrowers

contained in this Section 10.13 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION

10.14. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable

to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively

the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted

for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable

in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to

the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the

operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans shall be increased

(but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate,

shall have been received by such Lender.

SECTION

10.15. Certain Notices. Each Lender hereby notifies each 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 “Patriot Act”) and the Beneficial Ownership Regulation,

it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and address

of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act and the

Beneficial Ownership Regulation. Each Borrower agrees to provide the Lenders, upon request, with all documentation and other information

required to be obtained by the Lenders pursuant to applicable “know your customer” and anti-money laundering rules and regulations,

including the Patriot Act and the Beneficial Ownership Regulation.

SECTION

10.16. No Fiduciary Relationship. Each Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with

all aspects of the transactions contemplated hereby and any communications in connection therewith, each Borrower, the Subsidiaries and

their Affiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business

relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders

or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. Each Borrower,

on behalf of itself, the Subsidiaries and its and their respective Affiliates, waives and releases, to the fullest extent permitted by

law, any claims that such Borrower, the Subsidiaries or such Affiliates may have against the Administrative Agent, any Person identified

on the facing page or signature pages of this Agreement or elsewhere herein as a “syndication agent” or “documentation

agent”, any Lender or any Affiliate of any of the foregoing in respect of any breach or alleged breach of agency or fiduciary duty.

SECTION 10.17. Acknowledgement

of and Consent to Bail-In of Affected Financial Institutions. (a) 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

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:

(i)

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 party hereto that is an Affected Financial Institution; and

(ii)

the effects of any Bail-In Action on any such liability, including, if applicable, (A) a reduction in full or in part or cancelation

of any such liability, (B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such

Affected Financial Institution, its parent entity, 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 (C) the variation of the terms of such liability in connection with the exercise of the Write-Down

and Conversion Powers of any applicable Resolution Authority.

(b)

The following terms shall for purposes of this Section have the meanings set forth below:

“Affected Financial

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

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In Legislation”

means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the

Council of the European Union, the implementing law, regulation rule or 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).

“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 member state 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.

“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.

“Resolution Authority”

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

“UK Financial Institution”

means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated

by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“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.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the

parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written

above.

AUTOMATIC DATA PROCESSING, INC.,

By:

/s/ Kristin Walle

Name:

Kristin Walle

Title:

Corporate Treasurer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

By:

/s/ Ryan Zimmerman

Name:

Ryan Zimmerman

Title:

Executive Director

BANK OF AMERICA, N.A., as a Lender

By:

/s/ Dylan Honza

Name:

Dylan Honza

Title:

Director

BNP Paribas, as a Lender

By:

/s/ Nicolas Doche

Name:

Nicolas Doche

Title:

Director

By:

/s/ Valentin Detry

Name:

Valentin Detry

Title:

Vice President

[Signature Page to ADP 364-Day Credit Agreement]

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender

By:

/s/ Kelvyn Correa

Name:

Kelvyn Correa

Title:

Director

By:

/s/ Alison Lugo

Name:

Alison Lugo

Title:

Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:

/s/ Tracy L. Moosbrugger

Name:

Tracy L. Moosbrugger

Title:

Managing Director

BARCLAYS BANK PLC, as a Lender

By:

/s/ Nicholas Sibayan

Name:

Nicholas Sibayan

Title:

Vice President

MUFG Bank, LTD., as a Lender

By:

/s/ Matthew Eastman

Name:

Matthew Eastman

Title:

Vice President

PNC Bank, National Association, as a Lender

By:

/s/ Brendan Saldana

Name:

Brendan Saldana

Title:

Vice President

Royal Bank of Canada, as a Lender

By:

/s/ Zeeshan Boolani

Name:

Zeeshan Boolani

Title:

Director, Corporate Client Group – Finance

[Signature Page to ADP 364-Day Credit Agreement]

Bank of Montreal, as a Lender

By:

/s/ Ravinder Bhuller

Name:

Ravinder Bhuller

Title:

Director

By:

/s/ Geoffrey Keating

Name:

Geoffrey Keating

Title:

Managing Director

ING Bank N.V., Dublin Branch, as a Lender

By:

/s/ Louise Gough

Name:

Louise Gough

Title:

Director

By:

/s/ Rory Fitzgerald

Name:

Rory Fitzgerald

Title:

Director

U.S. Bank National Association, as a Lender

By:

/s/ Joseph Howard

Name:

Joseph Howard

Title:

Vice President

FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender

By:

/s/ Michael Barnett

Name:

Michael Barnett

Title:

Senior Vice President

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

By:

/s/ Michael King

Name:

Michael King

Title:

Authorized Signatory

[Signature Page to ADP 364-Day Credit Agreement]

INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as a Lender

By:

/s/ Alessandro Toigo

Alessandro Toigo

Managing Director

By:

/s/ Fabio Della Malva

Fabio Della Malva

Managing Director

HSBC Bank USA, N.A., as a Lender

By:

/s/ Agnieszka Granat

Name:

Agnieszka Granat

Title:

Director, Institutional Client Group

The Northern Trust Company, as a Lender

By:

/s/ Andrew D. Holtz

Name:

Andrew D. Holtz

Title:

Senior Vice President

The Bank of Nova Scotia, as a Lender

By:

/s/ Arun Vaidyanathan

Name:

Arun Vaidyanathan

Title:

Director

THE BANK OF NEW YORK MELLON, as a Lender

By:

/s/ Thomas J. Tarasovich, Jr.

Name:

Thomas J. Tarasovich, Jr.

Title:

Senior Vice President

[Signature Page to ADP 364-Day Credit Agreement]

SVENSKA HANDELSBANKEN AB (PUBL), NEW YORK BRANCH as a Lender

By:

/s/ Ulrika Drinkall

Name:

Ulrika Drinkall

Title:

Vice President

By:

/s/ Jonathan Kylmänen

Name:

Jonathan Kylmänen

Title:

Senior Vice President

The Huntington National Bank, as a Lender

By:

/s/ Michelle Frederick

Name:

Michelle Frederick

Title:

Director

TD Bank, N.A., as a Lender

By:

/s/ David H Schryver

Name:

David H Schryver

Title:

Vice President

BAYERISCHE LANDESBANK, NEW YORK BRANCH, as a Lender

By:

/s/ Varbin Staykoff

Name:

Varbin Staykoff

Title:

Senior Director

By:

/s/ Elke Videgain

Name:

Elke Videgain

Title:

Vice President

BOKF, NA dba Bank of Oklahoma, as a Lender

By:

/s/ Dylan Harden

Name:

Dylan Harden

Title:

Assistant Vice President

[Signature Page to ADP 364-Day Credit Agreement]

FIRST HAWAIIAN BANK, as a Lender

By:

/s/ Stephen Agnew-Miller

Name:

Stephen Agnew-Miller

Title:

Vice President

[Signature Page to ADP 364-Day Credit Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: eh260799361_ex1002.htm · Sequence: 3

EXHIBIT 10.2

EXECUTION VERSION

US$3,500,000,000

FIVE-YEAR CREDIT AGREEMENT

dated as of

June 26, 2026,

among

AUTOMATIC DATA PROCESSING, INC.

The BORROWING SUBSIDIARIES

referred to herein

The LENDERS Party Hereto

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

BANK OF AMERICA, N.A.

BNP PARIBAS

WELLS FARGO BANK, N.A. and

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agents

BARCLAYS BANK PLC and

MUFG BANK, LTD.,

as Documentation Agents

_________________________

JPMORGAN CHASE BANK, N.A.

BOFA SECURITIES, INC.

BNP PARIBAS SECURITIES CORP.

WELLS FARGO SECURITIES, LLC and

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Defined Terms

SECTION 1.02. Classification of Loans and Borrowings

SECTION 1.03. Terms Generally

SECTION 1.04. Accounting Terms; GAAP

SECTION 1.05. Exchange Rates

SECTION 1.06. Divisions

SECTION 1.07. Interest Rates; Benchmark Notification

ARTICLE II

The Credits

SECTION 2.01. Commitments

SECTION 2.02. Loans and Borrowings

SECTION 2.03. Requests for Borrowings

SECTION 2.04. [Reserved.]

SECTION 2.05. [Reserved.]

SECTION 2.06. Funding of Borrowings

SECTION 2.07. Repayment of Borrowings; Evidence of Debt

SECTION 2.08. Interest Elections

SECTION 2.09. Termination, Reduction, Increase and Extension of Commitments

SECTION 2.10. Prepayment of Loans

SECTION 2.11. Fees

SECTION 2.12. Interest

SECTION 2.13. Alternate Rate of Interest

SECTION 2.14. Increased Costs

SECTION 2.15. Break Funding Payments

SECTION 2.16. Taxes

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs

SECTION 2.18. Mitigation Obligations; Replacement of Lenders

SECTION 2.19. Designation of Borrowing Subsidiaries

SECTION 2.20. Defaulting Lenders

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers

SECTION 3.02. Authorization; Enforceability

SECTION 3.03. Governmental Approvals; No Conflicts

SECTION 3.04. Financial Position; No Material Adverse Change

SECTION 3.05. Properties

SECTION 3.06. Litigation and Environmental Matters

SECTION 3.07. Compliance with Laws and Agreements

SECTION 3.08. Federal Reserve Regulations

SECTION 3.09. Investment Company Status

SECTION 3.10. Taxes

SECTION 3.11. ERISA

SECTION 3.12. Disclosure

SECTION 3.13. Anti-Corruption Laws and Sanctions

SECTION 3.14. Affected Financial Institution

SECTION 3.15. Outbound Investment Rules

ARTICLE IV

Conditions

SECTION 4.01. Effective Date

SECTION 4.02. Each Credit Event

SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information

SECTION 5.02. Notices of Material Events

SECTION 5.03. Existence; Conduct of Business

SECTION 5.04. Payment of Taxes

SECTION 5.05. Maintenance of Properties

SECTION 5.06. Books and Records; Inspection Rights

SECTION 5.07. Compliance with Laws

SECTION 5.08. Use of Proceeds

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens

SECTION 6.02. Sale and Leaseback Transactions

SECTION 6.03. Fundamental Changes

SECTION 6.04. Outbound Investment Rules

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Guarantee

ARTICLE X

Miscellaneous

SECTION 10.01. Notices

SECTION 10.02. Waivers; Amendments

SECTION 10.03. Limitation of Liability; Expenses; Indemnity

SECTION 10.04. Successors and Assigns

SECTION 10.05. Survival

SECTION 10.06. Counterparts; Integration; Effectiveness

SECTION 10.07. Severability

SECTION 10.08. Right of Setoff

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process

SECTION 10.10. WAIVER OF JURY TRIAL

SECTION 10.11. Headings

SECTION 10.12. Confidentiality

SECTION 10.13. Conversion of Currencies

SECTION 10.14. Interest Rate Limitation

SECTION 10.15. Certain Notices

SECTION 10.16. No Fiduciary Relationship

SECTION 10.17. Acknowledgement of and Consent to Bail-In of Affected Financial Institutions

iii

SCHEDULES:

Schedule 2.01

— Lenders and Commitments

Schedule 6.01

— Liens

EXHIBITS:

Exhibit A

— Form of Assignment and Assumption

Exhibit B-1

— Form of Borrowing Subsidiary Agreement

Exhibit B-2

— Form of Borrowing Subsidiary Termination

Exhibit C

— Form of Promissory Note

Exhibit D

— Form of Opinion of Chief Legal Officer of the Company

FIVE-YEAR CREDIT

AGREEMENT dated as of June 26, 2026 (this “Agreement”), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation

(the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries

being collectively called the “Borrowers”); the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A.,

as Administrative Agent.

The Company has requested

that the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in

Article I) extend credit in the form of (a) US Tranche Commitments under which the Company and the US Borrowing Subsidiaries may obtain

US Tranche Loans in US Dollars in an aggregate principal amount at any time outstanding that will not result in the aggregate US Tranche

Exposures exceeding US$2,936,300,000, (b) Canadian Tranche Commitments under which the Canadian Borrowing Subsidiaries may obtain Canadian

Tranche Loans in Canadian Dollars, and the Company and the US Borrowing Subsidiaries may obtain Canadian Tranche Loans in US Dollars,

in an aggregate principal amount at any time outstanding that will not result in the aggregate Canadian Tranche Exposures exceeding US$325,700,000

and (c) Euro Tranche Commitments under which the Company, the US Borrowing Subsidiaries and the Euro Borrowing Subsidiaries may obtain

Euro Tranche Loans in Euros and US Dollars in an aggregate principal amount at any time outstanding that will not result in the aggregate

Euro Tranche Exposures exceeding US$238,000,000. The Company has also requested that the Lenders provide a procedure pursuant to which

the Borrowers may obtain Loans on an uncommitted basis from individual Lenders on terms to be negotiated at the time such Loans are requested.

The proceeds of borrowings hereunder are to be used for general corporate purposes of the Borrowers and their subsidiaries, including

the refinancing of any indebtedness outstanding under the Company’s 364-Day Credit Agreement dated as of June 27, 2025 and

its Five-Year Credit Agreement dated as of June 28, 2024 (together, the “Existing Credit Agreements”) or under

the Company’s Five-Year Credit Agreement dated as of June 27, 2025.

The Lenders are willing to

establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein.

Accordingly, the parties hereto agree as follows:

ARTICLE

Definitions

SECTION

1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at

a rate determined by reference to the Alternate Base Rate.

“Adjusted Term CORRA

Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term CORRA Rate for such Interest Period,

plus (b) (i) 0.29547% for a one month Interest Period or (ii) 0.32138% for a three month Interest Period; provided that if the Adjusted

Term CORRA Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of

calculating such rate.

“Administrative

Agent” means JPMCB, in its capacity as administrative agent for the Lenders hereunder, or any successor in such capacity. Unless

the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of JPMCB through which JPMCB shall

perform any of its obligations in such capacity hereunder.

“Administrative

Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrower or any Lender,

as the context requires.

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Agreed Currencies”

means US Dollars and each Designated Foreign Currency.