Exhibit 10.1


 


EXECUTION VERSION


 





 





US$3,750,000,000

364-DAY CREDIT AGREEMENT


 


dated as of


 


June 9, 2021,



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


 





 






[CS&M Ref. No. 6701-136]


 




     


     


    

TABLE OF CONTENTS


 




	ARTICLE I

                                                                                 

                                                                                Definitions

	SECTION 1.01. Defined Terms.	1
	SECTION 1.02. Classification of Loans and Borrowings.	21
	SECTION 1.03. Terms Generally.	21
	SECTION 1.04. Accounting Terms; GAAP.	21
	SECTION 1.05. Divisions.	22
	SECTION 1.06. Interest Rates; LIBOR Notification.	22
	ARTICLE II

                                                                                 

                                                                                The Credits

	SECTION 2.01. Commitments.	23
	SECTION 2.02. Loans and Borrowings.	23
	SECTION 2.03. Requests for Revolving Borrowings.	24
	SECTION 2.04. Competitive Bid Procedure.	25
	SECTION 2.05. Funding of Borrowings.	27
	SECTION 2.06. Repayment of Borrowings; Evidence of Debt; Extension of Maturity Date.	27
	SECTION 2.07. Interest Elections.	29
	SECTION 2.08. Termination and Reduction of Commitments.	30
	SECTION 2.09. Prepayment of Loans.	31
	SECTION 2.10. Fees.	31
	SECTION 2.11. Interest.	32
	SECTION 2.12. Alternate Rate of Interest.	33
	SECTION 2.13. Increased Costs.	35
	SECTION 2.14. Break Funding Payments.	36
	SECTION 2.15. Taxes.	36
	SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.	38
	SECTION 2.17. Mitigation Obligations; Replacement of Lenders.	40
	SECTION 2.18. Designation of Borrowing Subsidiaries.	40
	SECTION 2.19. Defaulting Lenders.	41
	ARTICLE III

                                                                                 

                                                                                Representations and Warranties

	SECTION 3.01. Organization; Powers.	42
	SECTION 3.02. Authorization; Enforceability.	42
	SECTION 3.03. Governmental Approvals; No Conflicts.	42
	SECTION 3.04. Financial Position; No Material Adverse Change.	42



 









     


    Contents, p. 2


    

 


	SECTION 3.05. Properties.	43
	SECTION 3.06. Litigation and Environmental Matters.	43
	SECTION 3.07. Compliance with Laws and Agreements.	43
	SECTION 3.08. Federal Reserve Regulations.	43
	SECTION 3.09. Investment Company Status.	44
	SECTION 3.10. Taxes.	44
	SECTION 3.11. ERISA.	44
	SECTION 3.12. Disclosure.	44
	SECTION 3.13. Anti-Corruption Laws and Sanctions.	44
	SECTION 3.14. Affected Financial Institution.	45
	ARTICLE IV

                                                                                 

                                                                                Conditions

	SECTION 4.01. Effective Date.	45
	SECTION 4.02. Each Credit Event.	46
	SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary.	46
	ARTICLE V

                                                                                 

                                                                                Affirmative Covenants

	SECTION 5.01. Financial Statements and Other Information.	47
	SECTION 5.02. Notices of Material Events.	48
	SECTION 5.03. Existence; Conduct of Business.	48
	SECTION 5.04. Payment of Taxes.	48
	SECTION 5.05. Maintenance of Properties.	49
	SECTION 5.06. Books and Records; Inspection Rights.	49
	SECTION 5.07. Compliance with Laws.	49
	SECTION 5.08. Use of Proceeds.	49
	ARTICLE VI

                                                                                 

                                                                                Negative Covenants

	SECTION 6.01. Liens.	50
	SECTION 6.02. Sale and Leaseback Transactions.	51
	SECTION 6.03. Fundamental Changes.	51
	ARTICLE VII

                                                                                 

                                                                                Events of Default

	ARTICLE VIII

                                                                                 

                                                                                The Administrative Agent




 






     


    Contents, p. 3


    

 


	ARTICLE IX

                                                                                 

                                                                                Guarantee

	ARTICLE X

                                                                                 

                                                                                Miscellaneous

	SECTION 10.01. Notices.	60
	SECTION 10.02. Waivers; Amendments.	61
	SECTION 10.03. Limitation of Liability; Expenses; Indemnity.	62
	SECTION 10.04. Successors and Assigns.	64
	SECTION 10.05. Survival.	66
	SECTION 10.06. Counterparts; Integration; Effectiveness.	67
	SECTION 10.07. Severability.	68
	SECTION 10.08. Right of Setoff.	68
	SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process.	69
	SECTION 10.10. WAIVER OF JURY TRIAL.	69
	SECTION 10.11. Headings.	70
	SECTION 10.12. Confidentiality.	70
	SECTION 10.13. Conversion of Currencies.	71
	SECTION 10.14. Interest Rate Limitation.	71
	SECTION 10.15. Certain Notices.	72
	SECTION 10.16. No Fiduciary Relationship.	72
	SECTION 10.17. Acknowledgement of and Consent to Bail-In of Affected Financial Institutions.	72


 


SCHEDULES:





Schedule 2.01— Lenders and Commitments





Schedule 2.16— Payment Instructions





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 General Counsel of the Company


 




     


     


    

364-DAY CREDIT AGREEMENT
dated as of June 9, 2021 (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$3,750,000,000. The Company has also requested that the Lenders provide (a) a procedure pursuant to
which the Borrowers may invite the Lenders to bid on an uncommitted basis on short-term Loans to the Borrowers and (b) 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 10, 2020 and its Five-Year Credit Agreement dated as of June 13, 2018 (together, the “Existing Credit Agreements”)
or under the Company’s Five-Year Credit Agreement dated as of June 12, 2019.


 


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
I



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, are bearing 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.


 




     


     2


    

“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 highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in
effect on such day plus 1⁄2 of 1% per annum and (c) the LIBO Rate for a one month interest period on such day (or if such day is
not a Business Day, the immediately preceding Business Day) plus 1% per annum. For purposes of clause (c) above, the LIBO Rate
on any day shall be based on the applicable Screen Rate at approximately 11:00 a.m., London time, on such day for deposits in US Dollars
with a maturity of one month (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB
Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the
LIBO 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 any amendment has become effective 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 shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“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 Eurocurrency 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
of 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


 




     


     3


    

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.


 


“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 Replacement”
means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative Agent
and the Company giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining
such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of
interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement
Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed
to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible
as determined by the Administrative Agent in its sole discretion.


 


“Benchmark Replacement
Adjustment” means 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 giving due consideration to (i) any selection
or recommendation of a spread


 




     


     4


    

adjustment, or method for calculating
or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the
Relevant Governmental Body 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 the LIBO Rate with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment
shall not be in the form of a reduction to the Applicable Rate).


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,” timing and frequency
of determining rates and making payments of interest and other administrative matters) that the Administrative Agent, in consultation
with the Company, decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement 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 the Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent reasonably determines is reasonably necessary in connection with the
administration of this Agreement).


 


“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the LIBO Rate:


 


(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 the Screen Rate permanently or indefinitely ceases to
provide the Screen Rate; or


 


(2) in the case of clause (3)
of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced
therein.


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(1) a public statement or publication
of information by or on behalf of the administrator of the Screen Rate announcing that such administrator has ceased or will cease to
provide the Screen Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Screen Rate;


 




     


     5


    

(2) a public statement or publication
of information by the regulatory supervisor for the administrator of the Screen Rate, the U.S. Federal Reserve System, an insolvency official
with jurisdiction over the administrator for the Screen Rate, a resolution authority with jurisdiction over the administrator for the
Screen Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Screen Rate, in each
case which states that the administrator of the Screen Rate has ceased or will cease to provide the Screen Rate permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Screen
Rate; and/or


 


(3) a public statement or publication
of information by the regulatory supervisor for the administrator of the Screen Rate announcing that the Screen Rate is no longer representative.


 


“Benchmark Transition
Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date
and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior
to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective
event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an
Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, and, in each case, consented
to by the Company in writing and notified in writing to the Administrative Agent (in the case of such notice by the Required Lenders)
and the Lenders, as applicable.


 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the
LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at
the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all
purposes hereunder in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced the LIBO Rate
for all purposes hereunder pursuant to 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.


 




     


     6


    

“Borrowing”
means Loans (including Competitive Loans and Contract Loans) of the same Class and Type, made, converted or continued on the same date
and, in the case of Eurocurrency Loans or Fixed Rate 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 that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by
law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in deposits in US Dollars in the London interbank market.


 


“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.


 




     


     7


    

“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive Loans or Contract Loans.


 


“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$3,750,000,000.


 


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


 


“Competitive Bid”
means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.


 


“Competitive Bid Rate”
means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive
Bid.


 


“Competitive Bid Request”
means a request for Competitive Bids in accordance with Section 2.04.


 


“Competitive Borrowing”
means a Borrowing comprised of Competitive Loans.


 


“Competitive Loan”
means a Loan made pursuant to Section 2.04. Each Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.


 


“Competitive Loan Exposure”
means, with respect to any Lender at any time, the aggregate principal amount of the outstanding Competitive Loans of such Lender.


 


“Compounded SOFR”
means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions
for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest
amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:


 




     


     8


    

(1)       the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining
compounded SOFR; provided that:


 


(2)       if,
and to the extent that, the Administrative Agent, in consultation with the Company, determines that Compounded SOFR cannot be determined
in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative
Agent, in consultation with the Company, determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing
market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;


 


provided, further,
that if the Administrative Agent, in consultation with the Company, decides that any such rate, methodology or convention determined in
accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed
unable to be determined for purposes of the definition of “Benchmark Replacement.”


 


“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 a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business
day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.


 


“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


 




     


     9


    

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).


 


“Early Opt-in Election”
means the occurrence of:


 


(1) (i) a determination by the
Administrative Agent and the Company or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Company)
that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that
include language similar to that contained in Section 2.12 are being executed or amended, as applicable, to incorporate or adopt a new
benchmark interest rate to replace the LIBO Rate, and


 


(2) (i) the election by the
Administrative Agent and the Company or (ii) the election by the Required Lenders with the written consent of the Company to declare that
an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent and the Company of written notice
of such election to the Lenders or by the Required Lenders and the Company of written notice of such election to the Administrative Agent
and the other Lenders.


 


“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.


 




     


     10


    

“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).


 


“Eurocurrency”,
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 LIBO Rate.


 


“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


 




     


     11


    

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) except in the case of an assignee pursuant to
a request by the Company under Section 2.17(b), any withholding Tax that is imposed by the United States of America (or any political
subdivision thereof) on payments by a Borrower from an office within such jurisdiction to the extent such Tax is in effect and would
apply as of the date such Lender becomes a party to this Agreement 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, Competitive 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.


 


“FCA” has
the meaning set forth in Section 1.06.


 


“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 (rounded upwards, if necessary, to the next 1/100 of 1.0%) based
on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on
its public website from time to time) and published on the next succeeding business day by the NYFRB as the federal funds effective rate;
provided that if the Federal Funds Effective Rate, determined as provided above, would be less than zero, the Federal Funds Effective
Rate shall for all purposes of this Agreement be zero.


 


“Federal Reserve Bank
of New York’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 




     


     12


    

“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


“Fixed Rate”
means, with respect to any Competitive Loan (other than a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.


 


“Fixed Rate Loan”
means a Competitive Loan bearing interest at a Fixed Rate.


 


“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.


 




     


     13


    

“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 Eurocurrency
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 Eurocurrency
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, (c) with respect to any Fixed Rate
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 Fixed Rate Loan
with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each
day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest
Period, and any other dates specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing
and (d) 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 Eurocurrency 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, as the relevant Borrower may elect, (b) with
respect to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 360 days) commencing on the date
of such Borrowing and ending on the date specified in the applicable Competitive Bid Request and (c) 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


 




     


     14


    

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 Eurocurrency 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 and (ii) any Interest Period pertaining to a Eurocurrency
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.
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.


 


“Interpolated Screen
Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, a rate per annum which results from interpolating
on a linear basis between (a) the applicable Screen Rate for the longest maturity for which a Screen Rate is available that is shorter
than such Interest Period and (b) the applicable Screen Rate for the shortest maturity for which a Screen Rate is available that
is longer than such Interest Period, in each case at 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period.


 


“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.


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, the applicable Screen Rate at 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period; provided that (a) if the applicable Screen Rate shall not be available
at such time for such Interest Period but the applicable Screen Rate shall be available at such time for maturities both longer and shorter
than such Interest Period, then the LIBO Rate shall be the Interpolated Screen Rate as of such time and (b) if the LIBO Rate, determined
as set forth above, shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“LIBOR” has
the meaning set forth in Section 1.06.


 




     


     15


    

“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.


 


“Margin”
means, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any,
to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender
making such Loan in its related Competitive Bid.


 


“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


 




     


     16


    

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, on the immediately preceding Business Day); provided that if
none of such rates is published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal
funds transaction quoted at 11:00 a.m. (New York City time) on such day received by the Administrative Agent from a federal funds broker
of recognized standing selected by it; provided further, that if the NYFRB Rate, determined as provided above, would be less than zero,
the NYFRB Rate shall for all purposes of this Agreement be zero.


 


“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.


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed
banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time) and published on the next succeeding Business Day by the NYFRB as an Overnight Bank Funding Rate (from and after such
date as the NYFRB shall commence to publish such composite rate).


 




     


     17


    

“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;


 






     


     18


    

 


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.


 


“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 Competitive Loans and Contract Loans of the Lenders shall be included in their respective Revolving Loan
Exposures in determining the Required Lenders.


 




     


     19


    

“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 Eurocurrency 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 Her Majesty’s
Treasury of the United Kingdom imposing economic or financial sanctions or trade embargoes, and regulations implementing such laws and
executive orders.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is the subject or 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 date hereof, the Sanctioned Countries are Crimea, Cuba, Iran, Syria and North
Korea.


 


“Sanctioned Person”
means (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 who is, to the Company’s knowledge, owned or controlled by any Person or Persons described
in the preceding clauses (a) and (b).


 


“Screen Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, a rate per annum equal to the London interbank offered rate
as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits
in the US Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed
on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not appear on a page of the
Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative
Agent from time to time in its reasonable discretion). If no such rate shall be available for


 




     


     20


    

a particular Interest Period
but rates shall be available for maturities both longer and shorter than such Interest Period, than the LIBO Rate for such Interest Period
shall be the Interpolated Screen Rate. Notwithstanding the foregoing, if the Screen Rate, determined as provided above in this definition,
would be less than zero, the Screen Rate shall for all purposes of this Agreement be zero.


 


“SOFR” with
respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark
(or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“SOFR-Based Rate”
means SOFR, Compounded SOFR or Term SOFR.


 


“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 SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Termination Date”
means June 8, 2022.


 


“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 LIBO Rate, the Alternate Base Rate or a Fixed Rate.


 


“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted
Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the
purposes of this Agreement.


 




     


     21


    

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


 


“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 “Eurocurrency Loan”)
or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by
Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “ Eurocurrency Borrowing”) or by Class
and Type (e.g., a “Eurocurrency 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 


 




     


     22


    

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; LIBOR Notification. The interest rate on Eurocurrency Loans is determined
by reference to the LIBO Rate, which is derived from the London interbank offered rate that has been the subject of regulatory reform.
Regulators have signaled the need to use alternative benchmark reference rates and, as a result, such interest rate benchmark may cease
to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which it is calculated may change.
The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks may obtain
short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”)
publicly announced that: immediately after December 31, 2021, publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently
cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and
immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to
the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and
economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced
by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability,
composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should
consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway
to identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event or an
Early Opt-In Election, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent
will promptly notify the Company, pursuant to Section 2.12(d), of any change to the reference rate upon which the interest rate on Eurocurrency
Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the
definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including,
without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.12(b), whether upon the
occurrence of a Benchmark Transition Event or an Early Opt-in Election, 


 




     


     23


    

and (ii)
the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.12(c)), 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 LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior
to its discontinuance or unavailability.


 


ARTICLE
II



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 Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. 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, (i) each Revolving Borrowing shall be comprised entirely of Eurocurrency
Loans or ABR Loans as the applicable Borrower may request in accordance herewith and (ii) each Competitive Borrowing shall be comprised
entirely of Eurocurrency Loans or Fixed Rate 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
Competitive Loans or 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 Eurocurrency Revolving Borrowings outstanding.


 




     


     24


    

(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 Eurocurrency 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;


 




     


     25


    

(iv)
the Type of the requested Borrowing;


 


(v)
in the case of a Eurocurrency 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 Eurocurrency
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. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein,
from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may
(but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures
at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify
the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00
a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed
Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing.
Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative
Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance
with Section 2.02:


 


(i)
the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing;


 


(ii)
the date of such Borrowing, which shall be a Business Day;


 


(iii)
whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing;


 


(iv)
the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the
definition of the term “Interest Period”; and


 



(v) the
location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of
Section 2.05. 


 


     


     26


    


Promptly following receipt of a Competitive Bid Request in accordance with this Section, the
Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive
Bids.


 


(b)
Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company
in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and
must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than
12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed
Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids
that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative
Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount
(which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that
the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans
(expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.


 


(c)
The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate
and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.


 


(d)
Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any
Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative
Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive
Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and
(ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive
Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive
Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive
Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed
the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which
acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount
of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples
of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable.


 




     


     27


    

(e)
The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its
Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been
accepted.


 


(f)
If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier
than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b)
of this Section.


 


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. 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.


 




     


     28


    

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 (i) the then unpaid
principal amount of the Loans comprising each Borrowing of such Borrower on the Maturity Date and (ii) the then unpaid principal amount
of each Competitive Loan on the last day of the Interest Period applicable thereto. 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).


 




     


     29


    

(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 Eurocurrency 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 Competitive Loans or 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 in the case of an election that would result in a Borrowing, 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 Eurocurrency 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);


 




     


     30


    

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


 


(iii)
whether a Eurocurrency Borrowing or an ABR Borrowing is elected; and


 


(iv)
in the case of an election of a Eurocurrency 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 Eurocurrency Borrowing may be elected with an Interest Period that would extend after the Maturity Date.


 


If any such Interest Election Request requests
a Eurocurrency 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 Eurocurrency
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 


 




     


     31


    

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, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making
such Loans.


 


(b)
If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any
Interest Period for any Eurocurrency 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) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency 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.


 




     


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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 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 Eurocurrency Borrowing shall bear interest (i) in the case of a Revolving
Borrowing, at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of
a Eurocurrency Competitive Loan, at the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable)
the Margin applicable to such Loan.


 


(c)
Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.


 


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


 


(e)
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.


 




     


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(f)
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 Eurocurrency 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.


 


(g)
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 LIBO 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) If prior to the commencement of any Interest Period
for a Eurocurrency Borrowing:


 


(i)
the Administrative Agent determines (which determination shall be conclusive absent manifest error)
that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including because the Screen Rate is not available or
published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such
time; or


 


(ii)
the Administrative Agent is advised by a majority in interest of the Lenders (or in the case of a
Eurocurrency Competitive Loan, the Lender that is required to make such Loan) that would participate in such Borrowing that the LIBO 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;


 


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
the Administrative Agent notifies the applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice
no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurocurrency Borrowing shall be ineffective, and any Eurocurrency Borrowing that is requested to be continued shall be repaid on
the last day of the then current Interest Period applicable thereto, and (B) any Borrowing Request for a Eurocurrency Borrowing shall
be ineffective; provided that (x) if the circumstances giving rise to such notice do not affect all the Lenders, then requests
by the Borrower for Eurocurrency Competitive Borrowings may be made to Lenders that are not affected thereby and (y) if the circumstances
giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 




     


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(b)
Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence
of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement
to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective
at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the
Company, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from
Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate,
the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect
to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur
prior to the applicable Benchmark Transition Start Date.


 


(c)
In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation
with the Company, will have the right 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.


 


(d)
The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or the Required Lenders (or the relevant
Lenders in the case of Eurocurrency Competitive Borrowings) 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, 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 hereto, except, in each case, as expressly required pursuant to this Section 2.12.


 


(e)
Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period,
(i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing
as, a Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing
shall be made as an ABR Borrowing and (iii) any request by a Borrower for a Eurocurrency Competitive Borrowing shall be ineffective.


 




     


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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 London interbank market any other condition affecting this Agreement
or Eurocurrency 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 Eurocurrency 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 


 




     


     36


    

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 Eurocurrency
Loan or Fixed Rate 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 Eurocurrency 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 Eurocurrency Loan or Fixed Rate 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. In the case of a Eurocurrency Loan such loss,
cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount
of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would
bid were it to bid, at the commencement of such period, for deposits of a comparable amount and period from other banks in the London
interbank market. 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.


 




     


     37


    

(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.


 




     


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(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 the Administrative
Agent to the applicable account specified in Schedule 2.16 for the account of the applicable Lenders or, in any such case, to such other
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



 




     


     39


    

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.


 




     


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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 


 




     


     41


    

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 (other than Competitive Loans), 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.


 




     


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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, 2020 (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, 2020, December 31, 2020 and March 31, 2021 (collectively, the



 




     


     43


    

“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, 2021, 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).


 




     


     44


    

(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.


 




     


     45


    

SECTION
3.14. Affected Financial Institution. No Borrower is an Affected Financial Institution (as
defined in Section 10.17).


 


ARTICLE
IV



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 facsimile or e-mail transmission 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 Michael A. Bonarti, Esq., General Counsel 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.


 




     


     46


    

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 9, 2021 (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
V



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:


 




     


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SECTION
5.01. Financial Statements and Other Information. The Company will furnish to the Administrative
Agent:


 


(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.


 




     


     48


    

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.


 




     


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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 Company’s Five-Year Credit Agreement dated as of June 12, 2019. 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 knowingly 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 Sanctions 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
VI



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:


 




     


     50


    

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).


 




     


     51


    

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.


 


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;


 




     


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(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


 




     


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(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.


 




     


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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 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.


 




     


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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


 




     


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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, 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 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.


 




     


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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, 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 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.


 


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


 




     


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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.


 




     


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ARTICLE
IX



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.


 




     


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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
X


 




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 General Counsel (Fax No. 973-974-3324);


 


(ii)
if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500
Stanton Christiana Rd., NCC5 / 1st Floor, Newark, DE 19713, Attention: Zohaib Nazir (E-Mail: 12016395215@tls.ldsprod.com), with a copy
to JPMorgan Chase Bank, N.A., 383 Madison Avenue, Floor 24, New York, NY, 10179, Attention of Ryan Zimmerman (E-Mail: ryan.zimmerman@jpmorgan.com);
and


 


(iii)
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 Approved Electronic Platforms, to the extent provided
in paragraph (b) below, shall be effective as provided in said paragraph (b).


 




     


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(b)
Notices and other communications to the Borrowers and the Lenders 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 


 




     


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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) Limitation of Liability. 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.


 




     


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(b)
Expenses. 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)
Indemnity. 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.


 




     


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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 


 




     


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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.


 




     


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(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.


 




     


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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 (i) agree that, for all purposes, including without limitation,
in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation 


 




     


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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, (ii) 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), (iii) 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 (iv) waive any claim against any Related Party of the Administrative
Agent or any Lender 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.


 




     


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SECTION
10.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement 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 New York County and of the United States
District Court of the Southern District of New York, 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). 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.


 




     


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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 or derivative 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.


 


(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.


 




     


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(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.


 




     


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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.


 




     


     73


    

(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.


 




     


     74


    

“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.


 


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     75


    

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/ Michael C. Eberhard
	 	 	Name:Michael C. Eberhard
	 	 	Title:Corporate Vice President and Treasurer


 


 


 


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	 	JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent
	 	 
	 	By:	/s/ Ryan Zimmerman
	 	 	Name:Ryan Zimmerman
	 	 	Title:Vice President


 


 


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	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/ Arti Dighe
	 	 	Name:Arti Dighe
	 	 	Title:Director


 


 


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	 	BNP PARIBAS, as a Lender
	 	 
	 	By:	/s/ Brendan Heneghan
	 	 	Name:Brendan Heneghan
	 	 	Title:Director
	 	 	 
	 	 	 


	 	By:	/s/ Karim Remtoula
	 	 	Name:Karim Remtoula
	 	 	Title:Vice President


 


 


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	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	 	 
	 	By:	/s/ Ming K. Chu
	 	 	Name:Ming K. Chu
	 	 	
    Title:Director

    

    Ming.k.chu@db.com

    

    +1-212-250-5451

    

	 	 	 
	 	 	 


	 	By:	/s/ Marko Lukin
	 	 	Name:Marko Lukin
	 	 	
    Title:Vice President

    

    Marko.lukin@db.com

    

    +1-212-250-7283

     



 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Karen H. McClain
	 	 	Name:Karen H. McClain
	 	 	Title:Managing Director


 


 


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	 	BARCLAYS BANK PLC, as a Lender
	 	 
	 	By:	/s/ Timothy Uwemedimo
	 	 	Name:Timothy Uwemedimo
	 	 	Title:AVP


 


 


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	 	MUFG BANK, LTD., as a Lender
	 	 
	 	By:	/s/ Lillian Kim
	 	 	Name:Lillian Kim
	 	 	Title:Director


 


 


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	 	PNC BANK, NATIONAL 

ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Timothy J. Ambrose
	 	 	Name:Timothy J. Ambrose 
	 	 	Title:Vice President


 


 


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	 	ROYAL BANK OF CANADA, by its Attorneys, as a Lender
	 	 
	 	By:	/s/ Jennifer Flann
	 	 	Name:Jennifer Flann
	 	 	Title:Director, Corporate Client Group – Finance


 


 


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	 	BANK OF MONTREAL, CHICAGO BRANCH, as a Lender
	 	 
	 	By:	/s/ Laura Ullman
	 	 	Name:Laura Ullman
	 	 	Title:Director
	 	 	 


	 	By: 1	 
	 	 	Name:
	 	 	Title:



 







 





 

 



1
For any institution requiring a second signature line.


 


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	 	U.S. BANK NATIONAL 

ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ BRIAN SEIPKE
	 	 	Name:BRIAN SEIPKE
	 	 	Title:SENIOR VICE PRESIDENT


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Michael King
	 	 	Name:Michael King
	 	 	Title:Authorized Signatory


 


 


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	 	INTESA SANPAOLO S.P.A. – NEW YORK BRANCH, as a Lender
	 	 
	 	By:	/s/ Glen Binder
	 	 	Name:Glen Binder
	 	 	Title:Global Relationship Manager
	 	 	 


	 	By: 1	/s/ Manuela Insana
	 	 	Name:Manuela Insana
	 	 	Title:Relationship Manager



 


 

 



1
For any institution requiring a second signature line.


 


[Signature Page to 364-Day Credit Agreement]


 






     


     


    

 


 

	 	SOCIETE GENERALE, as a Lender
	 	 
	 	By:	/s/ Andrew Johnman
	 	 	Name:Andrew Johnman
	 	 	Title:Managing Director


 


 


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	 	TRUIST BANK, as a Lender
	 	 
	 	By:	/s/ Katherine Bass
	 	 	Name:Katherine Bass
	 	 	Title:Director


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Lindsay Bossong
	 	 	Name:Lindsay Bossong
	 	 	Title:Assistant Vice President


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	SANTANDER BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Jennifer Baydian
	 	 	Name:Jennifer Baydian
	 	 	Title:Senior Vice President


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	THE BANK OF NOVA SCOTIA, as a Lender
	 	 
	 	By:	/s/ Shanshan Yang
	 	 	Name:Shanshan Yang
	 	 	Title:Director
	 	 	 


	 	By: 1	 
	 	 	Name:
	 	 	Title:


 

 



1
For any institution requiring a second signature line.


 


  


[Signature Page to 364-Day Credit Agreement]


 


  




     


     


    
 

	 	THE NORTHERN TRUST COMPANY, 

as a Lender
	 	 
	 	By:	/s/ Andrew D. Holtz
	 	 	Name:Andrew D. Holtz
	 	 	Title:Senior Vice President


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	THE BANK OF NEW YORK MELLON, 

as a Lender
	 	 
	 	By:	/s/ Thomas J. Tarasovich, Jr.
	 	 	Name:Thomas J. Tarasovich, Jr.
	 	 	Title:Vice President


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	ING Bank N.V., Dublin Branch, as a Lender
	 	 
	 	By:	/s/ Cormac Langford
	 	 	Name:Cormac Langford
	 	 	Title:Director
	 	 	 


	 	By:	/s/ Sean Hassett
	 	 	Name:Sean Hassett
	 	 	Title:Director


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 
	 	By:	/s/ Mustafa Khan
	 	 	Name:Mustafa Khan
	 	 	Title:Managing Director


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	svenska handelsbanken ab (publ), new York branch, as a Lender
	 	 
	 	By:	/s/ Anna Gustafsson
	 	 	Name:Anna Gustafsson
	 	 	Title:SVP
	 	 	 


	 	By:	/s/ Fredrik Gabrielson
	 	 	Name:Fredrik Gabrielson
	 	 	Title:VP


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	HSBC BANK USA NA, as a Lender
	 	 
	 	By:	/s/ Eric Korins
	 	 	Name:Eric Korins
	 	 	Title:Vice President
	 	 	 


	 	By: 1	 
	 	 	Name:
	 	 	Title:



 

 



1
For any institution requiring a second signature line.


 


  


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	TD BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Steve Levi
	 	 	Name:Steve Levi
	 	 	Title:Senior Vice President
	 	 	 


	 	By: 1	 
	 	 	Name:
	 	 	Title:



 

 



1
For any institution requiring a second signature line.



 


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as a Lender
	 	 
	 	By:	/s/ Varbin Staykoff
	 	 	Name:Varbin Staykoff
	 	 	Title:Senior Director
	 	 	 


	 	By: 1	/s/ Elke Videgain
	 	 	Name:Elke Videgain
	 	 	Title:Vice President


 

 



1
For any institution requiring a second signature line.


 


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	City National Bank, as a Lender
	 	 
	 	By:	/s/ Louis D. Serio
	 	 	Name:Louis D. Serio
	 	 	Title:SVP


 


 


[Signature Page to 364-Day Credit Agreement]


 




     


     


    
 

	 	FIRST HAWAIIAN BANK, as a Lender
	 	 
	 	By:	/s/ Derek Chang
	 	 	Name:Derek Chang
	 	 	Title:Senior Vice President


 


 


[Signature Page to 364-Day Credit Agreement]