AFFILIATED MANAGERS GROUP, INC.

Current report (Form 8-K) · Jun 9, 2026 · Material agreement · New debt obligation · Financial statements

Company

Documents

Primary topic

Material agreement

Filed

Jun 9, 2026

Filing summary Workforce analysis SEC documents(8)Filing text Exhibits(1)

Type

EX-10.1

File

d155271dex101.htm

Document text
EX-10.1 · d155271dex101.htm EX-10.1 2 d155271dex101.htm EX-10.1 Exhibit 10.1 Execution Version Deal CUSIP No. 008253AX4 Revolver CUSIP No. 008253AY2 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 9, 2026 among AFFILIATED MANAGERS GROUP, INC. , as Borrower, BANK OF AMERICA, N.A. , as Administrative Agent, Swingline Lender and L/C Issuer and the Several Lenders from Time to Time Parties Hereto and BOFA SECURITIES, INC. , CITIZENS BANK, N.A. and WELLS FARGO SECURITIES, LLC as Joint Book Runners and Joint Lead Arrangers, and BARCLAYS BANK PLC , CITIBANK, N.A. , JPMORGAN CHASE BANK, N.A. , MORGAN STANLEY SENIOR FUNDING, INC. , ROYAL BANK OF CANADA , and MANUFACTURERS & TRADERS TRUST COMPANY , as Joint Lead Arrangers, and BOFA SECURITIES, INC. , CITIZENS BANK, N.A. and WELLS FARGO SECURITIES, LLC , as Co-Syndication Agents, and BARCLAYS BANK PLC , CITIBANK, N.A. , JPMORGAN CHASE BANK, N.A. , MORGAN STANLEY SENIOR FUNDING, INC. , ROYAL BANK OF CANADA , MANUFACTURERS & TRADERS TRUST COMPANY , and THE HUNTINGTON NATIONAL BANK , as Co-Documentation Agents TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND INTERPRETATION 1 1.1 Defined Terms 1 1.2 Other Definitional and Interpretive Provisions 31 1.3 Accounting Terms 32 1.4 Exchange Rates; Currency Equivalents 32 1.5 Additional Alternative Currencies. 33 1.6 Change of Currency 34 1.7 Times of Day 34 1.8 Letter of Credit Amounts 34 1.9 Rounding 35 1.10 Interest Rates 35 SECTION 2. THE COMMITMENTS AND CREDIT EXTENSIONS 36 2.1 Revolving Loans 36 2.2 Procedure for Borrowing Revolving Loans 36 2.3 Increase of Commitments 38 2.4 Fees 39 2.5 Termination or Reduction of Commitments 40 2.6 Repayment of Loans; Evidence of Debt 40 2.7 Swingline Loans 41 2.8 Procedure for Swingline Borrowing and Prepayment; Refunding of Swingline Loans 41 2.9 Obligations of Lenders Several 43 2.10 Letters of Credit 43 SECTION 3. GENERAL PROVISIONS APPLICABLE TO THE LOANS 53 3.1 Optional Prepayments 53 3.2 Mandatory Prepayments 53 3.3 Conversion and Continuation Options 54 3.4 Minimum Amounts and Maximum Number of Tranches 55 3.5 Interest Rates and Payment Dates 55 3.6 Computation of Interest and Fees 55 3.7 Inability to Determine Interest Rate (SOFR and Term SOFR) 56 3.8 Pro Rata Treatment and Payments 58 3.9 Illegality 60 3.10 Requirements of Law 61 3.11 Taxes 63 3.12 Indemnity 68 3.13 Change of Lending Office 68 3.14 Replacement of Lenders 69 3.15 Defaulting Lenders 70 3.16 Cash Collateral 72 3.17 Inability to Determine Interest Rate (Alternative Currency Loans) 74 TABLE OF CONTENTS (continued) Page SECTION 4. REPRESENTATIONS AND WARRANTIES 76 4.1 Financial Condition 76 4.2 No Change 76 4.3 Existence; Compliance with Law 76 4.4 Power; Authorization; Enforceable Obligations 77 4.5 No Legal Bar 77 4.6 No Material Litigation 77 4.7 No Default 77 4.8 Federal Regulations 77 4.9 ERISA 78 4.10 Investment Company Act; Investment Advisers Act 78 4.11 Subsidiaries and Other Ownership Interests 79 4.12 Use of Proceeds 79 4.13 OFAC 79 4.14 Anti-Corruption Laws 79 4.15 Disclosure 79 SECTION 5. CONDITIONS PRECEDENT 79 5.1 Conditions to Initial Credit Extensions 79 5.2 Conditions to all Credit Extensions 81 SECTION 6. AFFIRMATIVE COVENANTS 82 6.1 Financial Statements 82 6.2 Certificates; Other Information 83 6.3 Payment of Taxes 84 6.4 Conduct of Business and Maintenance of Existence 84 6.5 Maintenance of Property; Insurance 84 6.6 Inspection of Property; Books and Records; Discussions 85 6.7 Notices 85 6.8 Anti-Corruption Laws 86 6.9 Special Purpose Entities 86 SECTION 7. NEGATIVE COVENANTS 86 7.1 Financial Condition Covenants 86 7.2 Limitation on Priority Debt 87 7.3 Limitation on Liens 88 7.4 Limitation on Fundamental Changes 90 7.5 Limitation on Sale of Assets 90 7.6 Sanctions 91 7.7 Anti-Corruption Laws 91 -ii- TABLE OF CONTENTS (continued) Page SECTION 8. EVENTS OF DEFAULT 91 8.1 Events of Default 91 8.2 Application of Funds 93 SECTION 9. THE ADMINISTRATIVE AGENT 94 9.1 Appointment and Authorization 94 9.2 Rights as a Lender 94 9.3 Exculpatory Provisions 95 9.4 Reliance by Administrative Agent 96 9.5 Delegation of Duties 96 9.6 Resignation of Administrative Agent 96 9.7 Non-Reliance on Administrative Agent and Other Lenders 98 9.8 Administrative Agent May File Proofs of Claim 98 9.9 Other Agents; Arrangers and Managers 99 9.10 Certain ERISA Matters 99 9.11 Recovery of Erroneous Payments 100 SECTION 10. MISCELLANEOUS 101 10.1 Amendments and Waivers 101 10.2 Notices 102 10.3 No Waiver; Cumulative Remedies 104 10.4 Survival of Representations and Warranties 104 10.5 Expenses; Indemnity; Waiver of Damages 104 10.6 Successors and Assigns; Participations and Assignments 106 10.7 Adjustments; Set-off 111 10.8 Counterparts 111 10.9 Severability 112 10.10 Integration 112 10.11 GOVERNING LAW 112 10.12 Submission To Jurisdiction; Waivers 112 10.13 Acknowledgements 113 10.14 WAIVERS OF JURY TRIAL 114 10.15 Confidentiality 114 10.16 Survival of Representations and Warranties 115 10.17 USA Patriot Act 115 10.18 Electronic Execution of Assignments and Certain Other Documents 116 10.19 Judgment Currency 116 10.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 116 10.21 Amendment and Restatement of Existing Credit Agreement 117 10.22 Acknowledgement Regarding Any Supported QFCs 117 -iii- ANNEX Annex I — Pricing Grid SCHEDULES Schedule I — Lender Commitments Schedule 4.1 — Financial Condition Schedule 4.2 — Certain Changes Schedule 4.11 — Subsidiaries Schedule 10.2 — Addresses EXHIBITS Exhibit A — Form of Note Exhibit B — Form of Borrower Certificate Exhibit C — [Reserved] Exhibit D — Form of Assignment and Assumption Exhibit E — Form of Confidentiality Agreement Exhibit F — Terms and Conditions of Subordinated Indebtedness Exhibit G — Form of Compliance Certificate Exhibit H — Form of Borrowing Notice Exhibit I — Form of Conversion/Continuation Notice Exhibit J — Form of Joinder Agreement Exhibit K — Forms of U.S. Tax Compliance Certificates Exhibit L — Form of Swingline Loan Notice FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), dated as of June 9, 2026, is among Affiliated Managers Group, Inc., a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions from time to time parties to this Agreement as lenders (collectively, the “ Lenders ”), and Bank of America, N.A. (“ Bank of America ”), as Administrative Agent, Swingline Lender and L/C Issuer. WHEREAS, the Borrower, the Lenders party thereto, and the Administrative Agent and the other agents and arrangers from time to time party thereto have entered into that certain Third Amended and Restated Credit Agreement, dated as of November 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”), pursuant to which the Lenders party thereto made loans to the Borrower; and WHEREAS, the Borrower has requested that the Lenders provide a revolving credit facility and that the Administrative Agent and the Lenders make certain other modifications to the terms of the Existing Credit Agreement, and the Administrative Agent and the Lenders have agreed to the requested modifications and to provide a revolving credit facility, all on the terms and conditions set forth herein. In consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: SECTION 1. DEFINITIONS AND INTERPRETATION 1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings: “ ABR ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term SOFR (determined in accordance with clause (b) of the definition thereof) in effect for such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.00% and (d) 1.00%; provided , that if the ABR would be less than zero, the ABR shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the ABR is being used as an alternate rate of interest pursuant to Section 3.7 hereof, then the ABR shall be the greatest of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above. “ ABR Loan ” means a Loan that bears interest at a rate based upon the ABR. All ABR Loans shall be denominated in Dollars. “ Adjusted Consolidated EBITDA ” means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to acquisitions and dispositions completed during such Computation Period. “ Administrative Agent ” means Bank of America in its capacity as administrative agent under this Agreement and the other Loan Documents, or any successor administrative agent. “ Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.2 , or such other address or account with respect to any such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders. “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “ Affiliate ” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. “ Agent Parties ” is defined in Section 10.2(d) . “ Aggregate Commitments ” means the aggregate Commitments of all Lenders. The Aggregate Commitments are $1,250,000,000 as of the Closing Date. “ Agreement ” is defined in the preamble. “ Agreement Currency ” is defined in Section 10.19 . “ Alternative Currency ” means each of the following currencies: Euro, Sterling and Canadian Dollar, together with each other currency (other than Dollars) that is approved in accordance with Section 1.5 . “ Alternative Currency Daily Rate ” means, for any day, with respect to any Credit Extension: (a) denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof; and (b) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.5 plus the - 2 - adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.5 ; provided , that , if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from the date of such change without further notice. “ Alternative Currency Daily Rate Loan ” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency. “ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “ Alternative Currency Loan ” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable. “ Alternative Currency Term Rate ” means, for any Interest Period, with respect to any Credit Extension: (a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period; (b) denominated in Canadian Dollars, (i) the rate per annum equal to the forward-looking term rate based on CORRA as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two (2) Business Days prior to the Rate Determination Date with a term equivalent to such Interest Period plus (ii) the Term CORRA Adjustment for such Interest Period (such rate being referred to as the “ Term CORRA ”); and (c) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.5 plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.5 ; provided , that , if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. - 3 - “ Alternative Currency Term Rate Loan ” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency. “ Applicable Authority ” means with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity. “ Applicable Law ” means, as to any Person, all applicable laws binding upon such Person or to which such a Person is subject. “ Applicable Margin ” means, from time to time, (a) with respect to (i) Term SOFR Loans and Alternative Currency Loans, the rate per annum set forth under the heading “Applicable Margin for Term SOFR and Alternative Currency Loans” and (ii) ABR Loans and Swingline Loans, “Applicable Margin for ABR Loans and Swingline Loans” and (b) with respect to Letters of Credit, from time to time, the rate per annum set forth under the heading “Applicable Margin for Letters of Credit,” each as set forth on Annex I and determined based upon the Debt Rating. “ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be reasonably determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of settlement. “ Arrangers ” means collectively BofA Securities, Inc. (or any of its designated Affiliates), Citizens Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada and Manufacturers & Traders Trust Company, in their capacity as joint lead arrangers. “ Assignment and Assumption ” means an assignment and assumption entered into by (x) a Lender, (y) an Eligible Assignee and (z) any party whose consent is required by Section 10.6(b ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent. “ Attorney Costs ” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel. “ Available Commitment ” means as to any Lender at any time, an amount equal to the excess, if any, of (a) the amount of such Lender’s Commitment over (b) the aggregate principal amount of all outstanding Revolving Loans made by such Lender plus its Commitment Percentage of the Outstanding Amount of the L/C Obligations plus , for all purposes other than Section 2.4(a) , its Commitment Percentage of all outstanding Swingline Loans. “ 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. - 4 - “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “ Bank of America ” is defined in the preamble and includes any successor thereto. “ Beneficial Ownership Certification ” means a certification, on the form provided by a Lender, in form and substance satisfactory to the Borrower, as to beneficial ownership of the Borrower, as required by the Beneficial Ownership Regulation and delivered by the Borrower upon any request by a Lender to the extent required hereunder. “ 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”. “ Book Runners ” means collectively BofA Securities, Inc. (or any of its designated Affiliates), Citizens Bank, N.A., and Wells Fargo Securities, LLC in their capacity as joint book runners. “ Borrower ” is defined in the preamble and includes any successor thereto. “ Borrower Materials ” is defined in Section 6.2 . “ Borrowing ” means (a) a borrowing consisting of simultaneous Revolving Loans of the same Type, in the same currency and, in the case of Term SOFR Loans and Alternative Currency Term Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.1 or (b) a Swingline Borrowing, as the context may require. “ Borrowing Date ” means any Business Day specified in a notice pursuant to Section 2.2 or 2.8 as a date on which the Borrower requests the Lenders or the Swingline Lender to make Loans hereunder. “ Borrowing Notice ” means a notice of a Borrowing, which shall be substantially in the form of Exhibit H or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office (with respect to Obligations denominated in Dollars) is located and: - 5 - (a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day; (b) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Sterling, means a day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom; (c) if such day relates to interest rate settings as to an Alternative Currency Loan denominated in a currency other than Euro or Sterling, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro or Sterling in respect of an Alternative Currency Loan denominated in a currency other than Euro or Sterling, or any other dealings in any currency other than Euro or Sterling to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. “ Canadian Dollar ” and “ CAD$ ” mean the lawful currency of Canada. “ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. “ Capital Trusts ” means, collectively, any special purpose vehicles established by the Borrower, of which the Borrower holds all of the common securities and other securities having the power to vote generally, which special purpose vehicle issues capital securities. “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. - 6 - “ Cash Equivalent ” means, at any time, (a) any evidence of indebtedness, maturing not more than one (1) year after such time, issued or guaranteed by the United States or any agency thereof, (b) commercial paper, maturing not more than one (1) year from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-1 or A-2 by S&P or P-1 or P-2 by Moody’s (or carrying an equivalent rating by an internationally-recognized rating agency), (c) any certificate of deposit (or time deposits represented by such certificates of deposit) or banker’s acceptance, maturing not more than one year after such time, or overnight federal funds transactions or money market deposit accounts that are issued or sold by, or maintained with, a commercial bank or financial institution incorporated under the laws of the United States, any state thereof or the District of Columbia which is rated at least A-1 or A-2 by S&P or P-l or P-2 by Moody’s (or carrying an equivalent rating by an internationally-recognized rating agency), (d) any repurchase agreement entered into with a commercial bank or financial institution meeting the requirements of clause (c) above which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial bank or financial institution thereunder, (e) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank or financial institution meeting the requirements of clause (c) above, (f) any short-term (or readily marketable or immediately redeemable) investment in a structured investment vehicle, structured investment deposit or similar instrument with a financial strength rating of A by S&P or Moody’s, (g) shares of money market mutual or similar funds which invest primarily in assets satisfying the requirements of clauses (a) through (f) of this definition, or (h) instruments equivalent to those referred to in any of clauses (a) through (g) above that are comparable in credit quality and tenor to that referenced in the applicable clause and are customarily used by corporations similar to the Borrower for cash management purposes outside the United States. “ Change of Control ” means an event or series of events by which: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the Capital Stock of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body. - 7 - “ Closing Date ” means the date on which the conditions precedent set forth in Section 5.1 shall be satisfied or waived in accordance with Section 10.1 . “ CME ” means CME Group Benchmark Administration Limited. “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder. “ Commitment ” means, as to any Lender, the obligation of such Lender to (a) make Revolving Loans to the Borrower hereunder, (b) purchase participations in L/C Obligations and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule I or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement. “ Commitment Fee Rate ” means, from time to time, the rate per annum set forth under the heading “Commitment Fee Rate” on Annex I based upon the Debt Rating. “ Commitment Percentage ” means, with respect to any Lender at any time, the percentage (carried out to nine decimal places) which such Lender’s Commitment then constitutes of the Aggregate Commitments (or, at any time after the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions shall have expired or terminated, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender most recently in effect, giving effect to any subsequent assignments). The initial Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule I to this Agreement or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. “ Commitment Period ” means the period from the Closing Date to the earliest of (a) the Termination Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.5 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.1 . “ Compliance Certificate ” means a certificate substantially in the form of Exhibit G . “ Computation Period ” means each period of four consecutive fiscal quarters ending on the last day of a fiscal quarter. “ Conforming Changes ” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, SONIA, CORRA, Term CORRA, EURIBOR or any proposed Successor Rate for any currency, as applicable, any conforming changes to the definitions of “ABR”, “EURIBOR”, “SOFR”, “SONIA”, “Term SOFR”, “CORRA”, “Term CORRA” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance - 8 - of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document). “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “ Consolidated Cash Interest Expense ” means, for any period, the amount of interest expense (controlling interest) of the Borrower and its Subsidiaries payable in cash on a consolidated basis for such period, excluding any such interest expense payable in cash which is attributable to any Designated SPE during such period. “ Consolidated EBITDA ” means for any period the consolidated EBITDA of the Borrower and its Subsidiaries for such period, excluding any EBITDA attributable to any Designated SPE during such period. “ Consolidated Interest Expense ” means, for any period, the amount of interest expense (controlling interest) of the Borrower and its Subsidiaries on a consolidated basis for such period, excluding any such interest expense attributable to any Designated SPE during such period. “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “ Conversion/Continuation Notice ” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans pursuant to Section 3.3 , which shall be substantially in the form of Exhibit I or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “ CORRA ” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator). “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “ Daily Simple SOFR ” with respect to any applicable determination date means the SOFR published on the fifth U.S. Government Securities Business Day preceding such date on the Federal Reserve Bank of New York’s website (or any successor source); provided , however , that if such determination date is not a U.S. Government Securities Business Day, then Daily Simple SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto. - 9 - “ Debt Rating ” means, as of any date of determination, the ratings by the Rating Agencies of the Borrower’s non-credit-enhanced, senior unsecured long-term debt (or other similar corporate rating acceptable to the Administrative Agent); provided that (a) (i) if the Borrower does not have any such rating issued by a Rating Agency, the Debt Rating applicable to Pricing Level 5 in the pricing grid attached as Annex I shall apply, (ii) if the Borrower shall have a rating for such debt issued by only one Rating Agency, then the Debt Rating shall be the rating issued by such Rating Agency, (iii) if the Borrower shall have ratings for such debt issued by only two of the three Rating Agencies, then the Debt Rating shall be determined by reference to each such rating in the manner set forth in clause (b) below and (iv) if the Borrower shall have ratings for such debt issued by each such Rating Agency, then the Debt Rating shall be determined by reference to the highest two ratings issued by such Rating Agencies in the manner set forth in clause (b) below, and (b) in the event that clauses (a)(iii) and (a)(iv) above apply, the Debt Rating shall be the ratings issued by the applicable Rating Agencies; provided that (i) if the respective ratings issued by the applicable Rating Agencies differ by one Pricing Level in the pricing grid attached as Annex I , then the Debt Rating applicable to the Pricing Level for the higher of such two ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest) and (ii) if there is a split in the respective ratings issued by the applicable Rating Agencies of more than one Pricing Level, then the Debt Rating applicable to the Pricing Level that is one Level higher than the Pricing Level of the lower rating shall apply. “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect. “ Default ” means any of the events specified in Section 8.1 , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. “ Default Rate ” means (a) except as provided in clause (b) below, an interest rate equal to (i) the ABR plus (ii) the Applicable Margin, if any, applicable to ABR Loans plus (iii) 2% per annum; and (b) with respect to a Term SOFR Loan or Alternative Currency Loan, the Default Rate shall be an interest rate equal to (i) Term SOFR, the Alternative Currency Daily Rate, or the Alternative Currency Term Rate applicable to such Loan plus (ii) the Applicable Margin applicable to Term SOFR Loans plus (iii) 2% per annum. “ Defaulting Lender ” means, subject to Section 3.15(b) , any Lender that (a) has failed to (i) fund all or any portion of its Revolving Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in good faith in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender - 10 - any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Revolving Loan hereunder and states in good faith that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.15(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination. “ Designated Indebtedness ” is defined in clause (iii) of the definition of “Total Indebtedness”. “ Designated Jurisdiction ” means any country, region or territory to the extent that such country, region or territory itself is the subject of any Sanction. “ Designated SPE ” has the meaning set forth in Section 6.9 . “ Dollar Equivalent ” means at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. “ Dollars ” and “ $ ” mean the lawful currency of the United States. - 11 - “ EBITDA ” means, for any Person for any period, the amount equal to the sum of (without duplication) its (a) net income (controlling interest), plus (b) to the extent deducted in determining its net income (controlling interest), (i) taxes, (ii) Consolidated Interest Expense, (iii) depreciation expense, (iv) intangible amortization expense and non-cash asset impairment expense, (v) Non-Cash Based Compensation Costs, (vi) other non-cash charges, (vii) contingent payment arrangement expenses, (viii) unusual or otherwise non-recurring charges and losses, (ix) transaction fees, costs and expenses incurred in connection with any investments, acquisitions, dispositions, mergers, consolidations or amalgamations not prohibited under this Agreement, and any debt financings or equity offerings (or any combination thereof) (in each case, whether or not consummated), and (x) fees, costs and expenses incurred, directly or indirectly, in respect of any restructurings, business process optimizations or other similar actions taken in connection with any acquisition, disposition or joint venture, minus (c) to the extent included in determining its net income (controlling interest), (i) gains related to contingent payment arrangements, (ii) unusual or otherwise non-recurring gains, and (iii) non-cash gains. “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.6(b) (subject to such consents, if any, as may be required under Section 10.6(b)(iii) ). “ Environmental Law ” means any federal, state, local or foreign statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement or governmental restriction relating to pollution or the protection of the environment or the release of any material into the environment, including any of the foregoing related to hazardous substances or wastes, air emissions or discharges to waste or public systems. “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), 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. - 12 - “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that together with the Borrower is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Sections 412 and 430 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code. “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the failure by Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (h) the determination that any Pension Plan is considered in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate with respect to a Pension Plan or Multiemployer Plan. “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “ Euro ” and “ ” mean the single currency of the Participating Member States. “ Event of Default ” means any of the events specified in Section 8.1 . “ Excluded Intercompany Indebtedness ” means, (i) Indebtedness owed by the Borrower or any Subsidiary (other than any Designated SPE) to a Wholly-Owned Subsidiary (other than any Designated SPE) or the Borrower and (ii) up to an aggregate amount of $150,000,000 of Indebtedness owed by the Borrower or any Subsidiary (other than any Designated SPE) to any Subsidiary (other than any Designated SPE) that is not a Wholly-Owned Subsidiary. For the avoidance of doubt, in no event shall “Excluded Intercompany Indebtedness” include any Indebtedness owed by the Borrower or any Subsidiary to a Designated SPE or any Indebtedness of a Designated SPE owed to the Borrower or any other Subsidiary. “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction - 13 - imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.14 ) or (ii) such Recipient changes its Lending Office, except in each case to the extent that, pursuant to Section 3.11(b)(ii) , (b)(iii) or (d) , amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.11(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. “ Existing Credit Agreement ” has the meaning specified in the recitals to this Agreement. “ 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), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. “ Fee Letters ” means, collectively, (a) that certain fee letter, dated as of May 14, 2026 by and among Bank of America, BofA Securities, Inc. and the Borrower and (b) each other fee letter entered into between, respectively, the Borrower and each other Book Runner. “ Financial Statements ” is defined in Section 4.1 . “ Financing Lease ” means any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee. “ Fitch ” means Fitch, Inc., doing business as Fitch Ratings. “ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. - 14 - “ FRB ” means the Board of Governors of the Federal Reserve System of the United States. “ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Commitment Percentage of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Commitment Percentage of the Outstanding Amount of all Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof. “ Funds ” means the collective reference to all Investment Companies and other investment accounts or funds (in whatever form and whether personal or corporate) for which any Subsidiary provides advisory, management or administrative services. “ GAAP ” means generally accepted accounting principles in the United States in effect from time to time. “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “ Guarantee Obligation ” means as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) with respect to which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in any such case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. - 15 - “ 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, toxic mold, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. “ Increase Effective Date ” is defined in Section 2.3(c) . “ Increasing Lender ” is defined in Section 2.3(b) . “ Indebtedness ” means, as to any Person at any date and without duplication, all of the following, whether or not included as Indebtedness or liabilities in accordance with GAAP: (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of bankers’ acceptances, letters of credit, bank guarantees, surety bonds or similar facilities issued or created for the account of such Person, (e) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof (the amount of any such non-recourse Indebtedness at any time to be deemed to be an amount equal to the lesser of (x) the fair market value of the property subject to such Lien and (y) the face amount of such Indebtedness), (f) all net obligations of such Person under interest rate, commodity, foreign currency and financial markets swaps, options, futures and other hedging obligations (valued, at such date, in accordance with the Borrower’s customary practices, as approved by its independent certified public accountants), (g) all Guarantee Obligations of such Person in respect of any Indebtedness (as defined above) of any other Person, and (h) all Indebtedness (as defined above) of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. For purposes of the foregoing definition (including for purposes of Section 7.1 , Section 7.2 and Section 7.3 ), (A) with regard to a Subsidiary, the term “Indebtedness” shall include only a percentage of Indebtedness incurred by such Subsidiary equal to the percentage of the Borrower’s direct and indirect ownership interest in such Subsidiary and (B) with regard to the Borrower or any Subsidiary, the term “Indebtedness” shall include, after any reduction in accordance with the foregoing clause (A) , only a percentage of Indebtedness incurred by the Borrower or such Subsidiary and owed to another Subsidiary that is not a Wholly-Owned Subsidiary equal to the percentage of the minority interest not owned, directly or indirectly, by the Borrower. For the avoidance of doubt, the term “Indebtedness” shall not include (i) Synthetic Lease Obligations, (ii) any Guarantee Obligations in respect of Synthetic Lease Obligations, or (iii) any liabilities secured by any Lien in connection with Synthetic Lease Obligations. The term “Indebtedness” shall not include deferral of, or contingent obligations to make payments, under affiliate equity interest purchases, put or call rights, or operating agreements entered into in the ordinary course of business, consistent with past practices of the Borrower and its Subsidiaries, unless (A) such payment has become due and payable and (B) any of (x) such payment is secured by any Lien on assets of the Borrower, (y) such payment is to be made by a Subsidiary, or (z) such payment is not made within five (5) Business Days of when due. - 16 - “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes. “ Indemnitee ” is defined in Section 10.5(b) . “ Interest Payment Date ” means (a) as to any ABR Loan, (i) the last Business Day of each March, June, September and December and (ii) the last day of the Commitment Period, (b) as to any Term SOFR Loan, (i) the last day of each Interest Period therefor, (ii) if any Interest Period is longer than three (3) months, each three-month anniversary of the first day of such Interest Period, (iii) the date of any prepayment thereof and (iv) the last day of the Commitment Period, (c) as to any Alternative Currency Daily Rate Loan, the last Business Day of each calendar month and the Termination Date and (d) as to any Alternative Currency Term Rate Loan, (i) the last day of each Interest Period applicable to such Loan, (ii) if any Interest Period is longer than three (3) months, each three-month anniversary of the first day of such Interest Period and (iii) the date of any prepayment thereof. “ Interest Period ” means, (a) (i) as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (subject to availability), and (ii) as to each Term CORRA Loan, the period commencing on the date such Term CORRA Loan is disbursed or converted to or continued as a Term CORRA Loan and ending on the date one or three months thereafter (subject to availability), in each case, as selected by the Borrower in its Borrowing Notice or Conversion/Continuation Notice, as the case may be, or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders; (b) with respect to each Alternative Currency Term Rate Loan other than any Term CORRA Loan, the period commencing on the date such Alternative Currency Term Rate Loan is disbursed or converted to or continued as an Alternative Currency Term Rate Loan and ending on the date one, three or six months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable Borrower in its Borrowing Notice or Conversion/Continuation Notice, as the case may be, or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders; provided that the foregoing provisions relating to Interest Periods are subject to the following: (1) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; - 17 - (2) any Interest Period pertaining to an Alternative Currency Term Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; (3) the Borrower may not select any Interest Period that would extend beyond the scheduled Termination Date; and (4) unless otherwise agreed by the Borrower, all Lenders and the Administrative Agent, any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the appropriate subsequent calendar month. “ Investment Advisers Act ” means the Investment Advisers Act of 1940. “ Investment Company ” means an “investment company” as such term is defined in the Investment Company Act. “ Investment Company Act ” means the Investment Company Act of 1940. “ Investment Firm ” means any Subsidiary or other Person engaged, directly or indirectly, primarily in the business of providing investment advisory, management, distribution or administrative services to Funds (or investment accounts or funds which will be included as Funds after the Borrower acquires a direct or indirect interest in such other Person) and in which the Borrower, directly or indirectly, has purchased or otherwise acquired, or has entered into an agreement to purchase or otherwise acquire, Capital Stock or other interests entitling the Borrower, directly or indirectly, to a share of five percent (5.00%) or more of the revenues, earnings or value thereof. “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). “ Issuer Documents ” means, with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement or instrument entered into by the L/C Issuer and the Borrower or in favor of the L/C Issuer and relating to such Letter of Credit. “ Joinder Agreement ” is defined in Section 2.3(b) . “ Judgment Currency ” is defined in Section 10.19 . “ Junior Subordinated Debentures ” means (a) the Borrower’s issued and outstanding 5.875% Junior Subordinated Notes due March 30, 2059, 4.750% Junior Subordinated Notes due September 30, 2060, 4.200% Junior Subordinated Notes due September 30, 2061, and 6.750% Junior Subordinated Notes due March 30, 2064, and (b) any debentures or notes issued after the Closing Date so long as such debentures or notes have structural and credit terms consistent with and substantially similar to, the terms contained in the foregoing debentures and notes, as applicable. - 18 - “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Commitment Percentage. All L/C Advances shall be denominated in Dollars. “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars. “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. “ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.8 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. “ Lenders ” is defined in the preamble (and, unless the context requires otherwise, such term includes the Swingline Lender). “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its applicable Lending Office. “ Letter of Credit ” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency. “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. “ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). “ Letter of Credit Fee ” has the meaning specified in Section 2.10(h) . “ Letter of Credit Sublimit ” means an amount equal to $150,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. - 19 - “ Leverage Ratio ” means, as of any date, the ratio of (a) the remainder of Total Indebtedness minus all (but not more than $500,000,000) consolidated unrestricted cash and Cash Equivalents of the Borrower (which cash and Cash Equivalents shall not, for the avoidance of doubt, include the proceeds of any Designated Indebtedness), in each case as of such date, to (b) Adjusted Consolidated EBITDA for the Computation Period ending on (or, if such date is not the last day of a Computation Period, most recently prior to) such date. “ Leverage Ratio Increase Election ” has the meaning specified in Section 7.1(b) . “ Leverage Ratio Increase Period ” has the meaning specified in Section 7.1(b) . “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Financing Lease or synthetic lease having substantially the same economic effect as any of the foregoing). Any Liens on a non-wholly owned Subsidiaries’ property, assets or revenues, whether now owned or hereafter acquired, shall be limited to the Borrower’s percentage of ownership interest in such non-wholly owned Subsidiary. “ Loan Documents ” means this Agreement, any Notes, the Fee Letters, each Issuer Document, and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 3.16 . “ Loans ” means as applicable, and as the context may require, either (a) a Revolving Loan or a Swingline Loan or (b) collectively, the Revolving Loans and the Swingline Loans. “ Material Acquisition ” means an acquisition, merger, consolidation or amalgamation that, when taken together with all other acquisitions, mergers, consolidations or amalgamations that have closed in the preceding six-month period, involves consideration consisting of a purchase price payable in cash plus a principal amount of Indebtedness assumed in connection with such acquisition, merger, consolidation or amalgamation in an aggregate amount equal to at least $500,000,000. For the avoidance of doubt, the aggregate consideration relating to each acquisition, merger, consolidation or amalgamation during any applicable preceding six-month period shall be calculated consistent with this definition. “ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party or (c) the validity or enforceability against the Borrower of any material Issuer Document or any other Loan Document to which it is a party or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. “ Material Subsidiary ” means, at any time, Subsidiaries of the Borrower which, together with their respective Subsidiaries, individually or in the aggregate, (a) contribute at least ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries for the Computation Period most recently ended or (b) constitute at least ten percent (10%) of the consolidated assets of the Borrower and its Subsidiaries as of the last day of the most recently ended fiscal quarter. - 20 - “ Maximum Rate ” shall have the meaning set forth in Section 1.10(b) . “ Minimum Collateral Amount ” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 3.16(a)(i) , (a)(ii) or (a)(iii) , an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole reasonable discretion. “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto. “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “ Multiple Employer Plan ” means a Pension Plan that has two or more contributing sponsors (at least one of whom is the Borrower or an ERISA Affiliate) at least two of whom are not under common control, as such a Pension Plan described in Section 4064 of ERISA. “ Non-Cash Based Compensation Costs ” means for any period, the amount of non-cash expense or costs computed under ASC 718 and related interpretations, which relate to the issuance of interests in the Borrower, any Subsidiary or any Investment Firm. “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time. “ Note ” is defined in Section 2.6(e) . “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, or any other document made, delivered or given in connection therewith, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. “ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury. “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). - 21 - “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment, grant of a participation, or other transfer (other than an assignment made pursuant to Section 3.14(a)(i) or (ii) ). “ Outstanding Amount ” means (a) with respect to Revolving Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Revolving Loans occurring on such date; (ii) with respect to Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. “ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation. “ Participant Register ” is defined in Section 10.6(d) . “ Participant ” is defined in Section 10.6(d) . “ Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. “ PATRIOT Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). “ PBGC ” means the Pension Benefit Guaranty Corporation. “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. - 22 - “ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan but excluding any Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. “ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. “ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan but excluding any Multiemployer Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. “ Platform ” is defined in Section 6.2 . “ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “ Public Lender ” is defined in Section 6.2 . “ Rate Determination Date ” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as reasonably determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent). “ Rating Agencies ” means S&P, Moody’s and Fitch. “ Recipient ” means the Administrative Agent, any Lender, the L/C Issuer, the Swingline Lender or any Arranger. “ Refunded Swingline Loans ” is defined in Section 2.8(b) . “ Register ” is defined in Section 10.6(c) . “ Regulation U ” means Regulation U of the FRB. “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, service providers and representatives of such Person and of such Person’s Affiliates. “ Released Party ” has the meaning set forth in Section 10.5(d) . “ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto. - 23 - “ Relevant Rate ” means with respect to any Credit Extension denominated in (a) Sterling, SONIA, (b) Euros, EURIBOR, and (c) Canadian Dollars, Term CORRA, as applicable. “ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived. “ Required Lenders ” means, at any time, Lenders having Total Credit Exposures representing, in the aggregate, more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that has not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the L/C Issuer, as the case may be, in making such determination. “ Requirement of Law ” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “ Rescindable Amount ” has the meaning as defined in Section 3.8(c) . “ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “ Responsible Officer ” means each of the chief executive officer, the president, the chief financial officer, the general counsel, the chief administrative officer, the secretary, any managing director, any executive vice president, any senior vice president or any vice president of the Borrower or, with respect to any certifications provided pursuant to Section 6.1(b) or Section 6.2(a) , the chief executive officer, the president, the chief financial officer, any managing director, any executive vice president, any senior vice president with financial responsibilities or treasurer of the Borrower, in each case acting singly, and, solely for purposes of notices given pursuant to Section 2 , any other officer or employee of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower. “ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date of a borrowing of an Alternative Currency Loan, (ii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 3.3 and (iii) such additional dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit denominated in an Alternative Currency having the effect of increasing the amount thereof, (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require. - 24 - “ Revolving Credit Exposure ” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Revolving Loans and the aggregate Outstanding Amount of such Lender’s participation in L/C Obligations and Swingline Loans at such time. “ Revolving Loans ” is defined in Section 2.1(a) . “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto. “ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. “ Sanction(s) ” means any international economic sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority. “ Scheduled Unavailability Date ” (x) with respect to any Loan bearing interest based upon SOFR or Term SOFR, has the meaning set forth in Section 3.7(b)(ii) and (y) with respect to any Alternative Currency Loan, has the meaning set forth in Section 3.17(b)(ii) . “ Shareholder Asset Sale ” means any transfer of the Capital Stock of any Investment Firm or any Subsidiary to (x) one or more partners, officers, directors, shareholders, employees or members (or any entity owned or controlled by one or more of such Persons) of an Investment Firm which is a Subsidiary or in which the Borrower or a Subsidiary has an ownership interest or (y) any Person that shall become a partner, officer, director, shareholder, employee or member (or any entity owned or controlled by one or more of such Persons) of any such Investment Firm or Subsidiary upon the consummation of such transfer; provided that (a) any such transfer is entered into in the ordinary course of business pursuant to the buy/sell arrangements of affiliate equity interests entered into in the ordinary course of business, consistent with past practices of the Borrower and (b) with respect to any transfer of Capital Stock of a Subsidiary, (i) if prior to such event the Borrower owned, directly or indirectly, in excess of 50% of the Capital Stock of such Subsidiary, then after such event the Borrower shall continue to own, directly or indirectly, in excess of a 50% ownership interest in such Subsidiary, or (ii) if prior to such event the Borrower (whether directly or through a Wholly-Owned Subsidiary) was the managing member or general partner (or a Person with similar rights and obligations) of such Subsidiary, the Borrower (whether directly or through a Wholly-Owned Subsidiary) shall continue to be the managing member or general partner (or a Person with similar rights and obligations) of such Subsidiary. “ SOFR ” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator). - 25 - “ SONIA ” means, with respect to any applicable determination date, the Sterling Overnight Index Average reference rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided , however , that if such determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto. “ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe. “ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the L/C Issuer (as applicable, acting in such capacity), by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase by such Person of such currency with another currency at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided , however , that if no such rate is available, the “Spot Rate” shall be the rate determined by the Administrative Agent or the L/C Issuer (as applicable) to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made, provided further that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution reasonably designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency, and provided , further , that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. “ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom. “ Subordinated Payment Obligation ” means any unsecured note evidencing Indebtedness or other obligations issued to a seller in connection with an acquisition of an ownership interest in an Investment Firm or in connection with an increase of the Borrower’s direct or indirect ownership interest in an Investment Firm, in each case as permitted hereunder, (i) for which the Borrower is directly, primarily or contingently liable, (ii) the payment of the principal of and interest on which and other obligations of the Borrower in respect of which are subordinated to the prior payment in full of the principal of and interest (including post-petition interest whether or not allowed as a claim in any proceeding) on the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent and the Lenders hereunder, and (iii) which has (or is subject to) terms and conditions that are generally consistent with the terms and conditions of subordination set forth in Exhibit F (with any variation to such terms and conditions that is adverse to the Lenders being subject to approval by the Administrative Agent) or otherwise satisfactory in form and substance to the Required Lenders. - 26 - “ Subsidiary ” means, as to any Person, a corporation, partnership, limited liability company or other entity of which Capital Stock having ordinary voting power (other than Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity is at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; provided , however , that in no event shall a Fund constitute a “Subsidiary”. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. “ Successor Rate ” (x) with respect to any Loan bearing interest based upon SOFR or Term SOFR, has the meaning set forth in Section 3.7(b)(ii) and (y) with respect to any Alternative Currency Loan, has the meaning set forth in Section 3.17(b)(iii) . “ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement. “ Swingline Amount ” means the lesser of $100,000,000 and the aggregate amount of the Commitments. “ Swingline Borrowing ” means a borrowing of a Swingline Loan pursuant to Section 2.7 . “ Swingline Lender ” means Bank of America in its capacity as the lender of the Swingline Loans, or any successor swingline lender hereunder. “ Swingline Loan Notice ” means a notice of a Swingline Borrowing pursuant to Section 2.8 , which shall be substantially in the form of Exhibit L or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “ Swingline Loans ” is defined in Section 2.7(a) . “ Swingline Participation Amount ” is defined in Section 2.8(c) . “ Synthetic Lease Obligation ” means the monetary obligations of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as indebtedness of such Person (without regard to accounting treatment). - 27 - “ T2 ” means the real time gross settlement system operated by the Eurosystem, or any successor system. “ TARGET Day ” means any day on which T2 is open for the settlement of payments in Euro. “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “ Term CORRA Adjustment ” means (i) 0.29547% (29.547 basis points) for an Interest Period of one-month’s duration and (ii) 0.32138% (32.138 basis points) for an Interest Period of three-months’ duration. “ Term CORRA Loan ” means a Loan that bears interest at a rate based on clause (b) of the definition of Alternative Currency Term Rate. “ Term SOFR ” means: (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided , that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and (b) for any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided , that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement. “ Term SOFR Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR. “ Term SOFR Replacement Date ” has the meaning set forth in Section 3.7(b)(ii) . “ Term SOFR Screen Rate ” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). - 28 - “ Termination Date ” means June 9, 2031. “ Total Credit Exposure ” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time. “ Total Indebtedness ” means, at any time, with respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of the aggregate principal amount (including capitalized interest) of all Indebtedness consisting of (a) all debt for borrowed money and any other obligations evidenced by a note, bond, debenture or similar instrument, (b) all purchase-money indebtedness and obligations under Financing Leases, (c) all liabilities secured by any lien on any property of the Borrower or its Subsidiaries, even though the Borrower or any of its Subsidiaries has not assumed or otherwise become liable for the payment thereof (the amount of any such non-recourse Indebtedness at any time to be deemed to be an amount equal to the lesser of (x) the fair market value of the property subject to such lien and (y) the face amount of such Indebtedness), (d) all obligations as an account party or applicant under or in respect of bankers’ acceptances, letters of credit, bank guarantees, surety bonds or similar facilities, in each case, to the extent drawn and not cash collateralized, (e) all Indebtedness of the type describe in clause (a) , (b) , (c) or (d) of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or any Subsidiary is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary and (f) all Guarantee Obligations with respect to the foregoing; provided , that Total Indebtedness shall not include the following: (i) Subordinated Payment Obligations; (ii) 80% of the Junior Subordinated Debentures; (iii) Indebtedness (“ Designated Indebtedness ”) (limited to the portion thereof which would otherwise be included within Total Indebtedness and limited to the time periods set forth below) which is incurred by the Borrower for the purpose (as communicated to the Administrative Agent) of: (i) redeeming, repaying, repurchasing, retiring or otherwise refinancing other Indebtedness of the Borrower which is stated to mature or become callable within twelve (12) months after the incurrence of such Designated Indebtedness (or equity in any Capital Trust that holds Junior Subordinated Debentures issued by the Borrower to such Capital Trust, which equity is stated to mature or become callable within twelve (12) months after the incurrence of such Designated Indebtedness); (ii) purchasing (by tender or other arrangements) other Indebtedness (or equity in any Capital Trust that holds Junior Subordinated Debentures issued by the Borrower to such Capital Trust) of the Borrower within six (6) months of the incurrence of such Designated Indebtedness; or (iii) financing a portion of the purchase price for a publicly announced acquisition for which a binding acquisition agreement has been entered into and which is reasonably expected to occur within the next six (6) months, so long as: (A) in each case, (1) the proceeds thereof are maintained in escrow with the Administrative Agent or an affiliate of an Arranger (pursuant to escrow arrangements reasonably satisfactory to the Administrative Agent) and (2) such proceeds would only be released from such escrow to be applied to such redemption, repayment, repurchase, retirement, refinancing, purchase, or acquisition (or, in the event such transaction is not consummated, to repay such Designated Indebtedness), and (B) in the case of any such Designated Indebtedness related to an acquisition, (1) such Designated Indebtedness may be prepaid by the Borrower in the event the acquisition is not consummated and (2) such Designated Indebtedness shall only be so excluded until the earliest to occur of (x) six (6) months after the incurrence thereof, (y) the date on which such acquisition is consummated, or (z) fifteen (15) days after it is determined that such acquisition shall not be consummated; - 29 - (iv) to the extent otherwise constituting Total Indebtedness, (i) to the extent the underlying instruments remain undrawn or to the extent of the amount of cash collateral provided therefor, obligations in respect of amounts under outstanding letters of credit, bankers’ acceptances, bank guarantees, surety bonds and similar arrangements and (ii) Indebtedness of entities in which the Borrower or any Subsidiary of the Borrower owns a minority interest so long as neither the Borrower nor any Subsidiary of the Borrower has guaranteed or otherwise become liable for such Indebtedness; and (v) the aggregate outstanding amount of Indebtedness of all Designated SPEs incurred in accordance with Section 7.2(i) . “ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. “ Tranche ” means the collective reference to Loans having Interest Periods that began or will begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). “ Type ” means, as to any Loan, its nature as an ABR Loan, Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, or a Term SOFR Loan. “ 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. “ United States ” and “ U.S. ” mean the United States of America. “ Unreimbursed Amount ” is defined in Section 2.10(c)(i) . “ U.S. Government Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. - 30 - “ U.S. Tax Compliance Certificate ” is defined in Section 3.11(f)(ii)(B)(III) . “ Wholly-Owned Subsidiary ” means any Subsidiary all of the Capital Stock of which is owned, directly or indirectly, by the Borrower; provided that any Subsidiary shall be deemed a Wholly-Owned Subsidiary if at least 90% of the Capital Stock of such Subsidiary is owned, directly or indirectly, by the Borrower and any other Capital Stock of such Subsidiary is owned by the current or former management of the Borrower. “ Withholding Agent ” means the Borrower and the Administrative Agent. “ 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. 1.2 Other Definitional and Interpretive Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes or any certificate or other document made or delivered pursuant hereto. (b) When used with reference to a period of time, the word “from” means “from and including” and the word “to” means “to but excluding”. (c) The term “including” is not limiting and means “including but not limited to.” (d) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document; (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions and rules consolidating, amending, replacing, supplementing or interpreting such statute or regulation; and (iii) references to “fiscal year” and “fiscal quarter” mean the relevant fiscal period of the Borrower. (e) Section , subsection , clause , Annex , Schedule and Exhibit references are to this Agreement unless otherwise specified. (f) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. - 31 - (g) Any reference in Section 7.4 or Section 7.5 , as applicable, to a merger, consolidation, amalgamation, assignment, sale, disposition, transfer, or conveyance shall be deemed to apply to a Division/Series Transaction (as defined herein), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition, transfer, or conveyance, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). “ Division/Series Transaction ” means (i) with respect to any Subsidiary that is a limited liability company organized under the laws of the State of Delaware, that such Person (a) divides into two or more Persons (whether or not such Subsidiary survives such division) or (b) creates or reorganizes into one or more series, in each case, as contemplated under the laws of the State of Delaware and (ii) any similar or analogous transaction under other Applicable Law. 1.3 Accounting Terms . (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2026 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP would affect the computation of any financial ratio or other requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or other requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases (whether entered into before or after the Closing Date) shall continue to be classified and accounted for in the manner and on a basis consistent with that reflected in the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended December 31, 2018 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 1.4 Exchange Rates; Currency Equivalents . (a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies, and, the Administrative Agent or the L/C Issuer, as applicable, shall use reasonable efforts to notify the - 32 - Borrower of the applicable Spot Rates as of such Revaluation Date ( provided , however , that the failure by either the Administrative Agent or the L/C Issuer to so notify the Borrower shall not result in any liability to the Borrower under any Loan Document). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable. Upon the reasonable request of the Borrower with respect to any applicable Alternative Currency, the Administrative Agent or the L/C Issuer, as applicable, shall promptly notify the Borrower of the Spot Rate with respect to such Alternative Currency. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be. 1.5 Additional Alternative Currencies . (a) The Borrower may from time to time request that Alternative Currency Loans be made or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Lender (in the case of any such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of any such request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five (5) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. - 33 - (c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding subsection shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Alternative Currency Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Alternative Currency Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.5 , the Administrative Agent shall promptly so notify the Borrower. 1.6 Change of Currency . (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Loan in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Revolving Loan, at the end of the then current Interest Period. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. (c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 1.7 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 1.8 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. - 34 - 1.9 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest…

Document text

EX-10.1 · d155271dex101.htm

EX-10.1
 2
 d155271dex101.htm
 EX-10.1

 Exhibit 10.1

 Execution Version
 Deal CUSIP
No. 008253AX4
 Revolver CUSIP No. 008253AY2

 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

 Dated as of June 9, 2026

 among
 AFFILIATED MANAGERS
GROUP, INC. ,
 as Borrower,

 BANK OF AMERICA, N.A. ,
 as
Administrative Agent, Swingline Lender and L/C Issuer
 and

 the Several Lenders
 from Time to
Time Parties Hereto
 and

 BOFA SECURITIES, INC. ,

 CITIZENS BANK, N.A.
 and

 WELLS FARGO SECURITIES, LLC

 as Joint Book Runners and Joint Lead Arrangers,

 and
 BARCLAYS BANK PLC ,

 CITIBANK, N.A. ,

 JPMORGAN CHASE BANK, N.A. ,

 MORGAN STANLEY SENIOR FUNDING, INC. ,

 ROYAL BANK OF CANADA ,
 and

 MANUFACTURERS & TRADERS TRUST COMPANY ,

 as Joint Lead Arrangers,
 and

 BOFA SECURITIES, INC. ,

 CITIZENS BANK, N.A.
 and

 WELLS FARGO SECURITIES, LLC ,

 as Co-Syndication Agents,

 and
 BARCLAYS BANK PLC ,

 CITIBANK, N.A. ,

 JPMORGAN CHASE BANK, N.A. ,

 MORGAN STANLEY SENIOR FUNDING, INC. ,

 ROYAL BANK OF CANADA ,

 MANUFACTURERS & TRADERS TRUST COMPANY ,

 and
 THE HUNTINGTON NATIONAL
BANK ,
 as Co-Documentation Agents

 TABLE OF CONTENTS

 Page

 SECTION 1.

 DEFINITIONS AND INTERPRETATION

 1

 1.1

 Defined Terms

 1

 1.2

 Other Definitional and Interpretive Provisions

 31

 1.3

 Accounting Terms

 32

 1.4

 Exchange Rates; Currency Equivalents

 32

 1.5

 Additional Alternative Currencies.

 33

 1.6

 Change of Currency

 34

 1.7

 Times of Day

 34

 1.8

 Letter of Credit Amounts

 34

 1.9

 Rounding

 35

 1.10

 Interest Rates

 35

 SECTION 2.

 THE COMMITMENTS AND CREDIT EXTENSIONS

 36

 2.1

 Revolving Loans

 36

 2.2

 Procedure for Borrowing Revolving Loans

 36

 2.3

 Increase of Commitments

 38

 2.4

 Fees

 39

 2.5

 Termination or Reduction of Commitments

 40

 2.6

 Repayment of Loans; Evidence of Debt

 40

 2.7

 Swingline Loans

 41

 2.8

 Procedure for Swingline Borrowing and Prepayment; Refunding of Swingline Loans

 41

 2.9

 Obligations of Lenders Several

 43

 2.10

 Letters of Credit

 43

 SECTION 3.

 GENERAL PROVISIONS APPLICABLE TO THE LOANS

 53

 3.1

 Optional Prepayments

 53

 3.2

 Mandatory Prepayments

 53

 3.3

 Conversion and Continuation Options

 54

 3.4

 Minimum Amounts and Maximum Number of Tranches

 55

 3.5

 Interest Rates and Payment Dates

 55

 3.6

 Computation of Interest and Fees

 55

 3.7

 Inability to Determine Interest Rate (SOFR and Term SOFR)

 56

 3.8

 Pro Rata Treatment and Payments

 58

 3.9

 Illegality

 60

 3.10

 Requirements of Law

 61

 3.11

 Taxes

 63

 3.12

 Indemnity

 68

 3.13

 Change of Lending Office

 68

 3.14

 Replacement of Lenders

 69

 3.15

 Defaulting Lenders

 70

 3.16

 Cash Collateral

 72

 3.17

 Inability to Determine Interest Rate (Alternative Currency Loans)

 74

 TABLE OF CONTENTS

 (continued)

 Page

 SECTION 4.

 REPRESENTATIONS AND WARRANTIES

 76

 4.1

 Financial Condition

 76

 4.2

 No Change

 76

 4.3

 Existence; Compliance with Law

 76

 4.4

 Power; Authorization; Enforceable Obligations

 77

 4.5

 No Legal Bar

 77

 4.6

 No Material Litigation

 77

 4.7

 No Default

 77

 4.8

 Federal Regulations

 77

 4.9

 ERISA

 78

 4.10

 Investment Company Act; Investment Advisers Act

 78

 4.11

 Subsidiaries and Other Ownership Interests

 79

 4.12

 Use of Proceeds

 79

 4.13

 OFAC

 79

 4.14

 Anti-Corruption Laws

 79

 4.15

 Disclosure

 79

 SECTION 5.

 CONDITIONS PRECEDENT

 79

 5.1

 Conditions to Initial Credit Extensions

 79

 5.2

 Conditions to all Credit Extensions

 81

 SECTION 6.

 AFFIRMATIVE COVENANTS

 82

 6.1

 Financial Statements

 82

 6.2

 Certificates; Other Information

 83

 6.3

 Payment of Taxes

 84

 6.4

 Conduct of Business and Maintenance of Existence

 84

 6.5

 Maintenance of Property; Insurance

 84

 6.6

 Inspection of Property; Books and Records; Discussions

 85

 6.7

 Notices

 85

 6.8

 Anti-Corruption Laws

 86

 6.9

 Special Purpose Entities

 86

 SECTION 7.

 NEGATIVE COVENANTS

 86

 7.1

 Financial Condition Covenants

 86

 7.2

 Limitation on Priority Debt

 87

 7.3

 Limitation on Liens

 88

 7.4

 Limitation on Fundamental Changes

 90

 7.5

 Limitation on Sale of Assets

 90

 7.6

 Sanctions

 91

 7.7

 Anti-Corruption Laws

 91

 -ii-

 TABLE OF CONTENTS

 (continued)

 Page

 SECTION 8.

 EVENTS OF DEFAULT

 91

 8.1

 Events of Default

 91

 8.2

 Application of Funds

 93

 SECTION 9.

 THE ADMINISTRATIVE AGENT

 94

 9.1

 Appointment and Authorization

 94

 9.2

 Rights as a Lender

 94

 9.3

 Exculpatory Provisions

 95

 9.4

 Reliance by Administrative Agent

 96

 9.5

 Delegation of Duties

 96

 9.6

 Resignation of Administrative Agent

 96

 9.7

 Non-Reliance on Administrative Agent and Other Lenders

 98

 9.8

 Administrative Agent May File Proofs of Claim

 98

 9.9

 Other Agents; Arrangers and Managers

 99

 9.10

 Certain ERISA Matters

 99

 9.11

 Recovery of Erroneous Payments

 100

 SECTION 10.

 MISCELLANEOUS

 101

 10.1

 Amendments and Waivers

 101

 10.2

 Notices

 102

 10.3

 No Waiver; Cumulative Remedies

 104

 10.4

 Survival of Representations and Warranties

 104

 10.5

 Expenses; Indemnity; Waiver of Damages

 104

 10.6

 Successors and Assigns; Participations and Assignments

 106

 10.7

 Adjustments; Set-off

 111

 10.8

 Counterparts

 111

 10.9

 Severability

 112

 10.10

 Integration

 112

 10.11

 GOVERNING LAW

 112

 10.12

 Submission To Jurisdiction; Waivers

 112

 10.13

 Acknowledgements

 113

 10.14

 WAIVERS OF JURY TRIAL

 114

 10.15

 Confidentiality

 114

 10.16

 Survival of Representations and Warranties

 115

 10.17

 USA Patriot Act

 115

 10.18

 Electronic Execution of Assignments and Certain Other Documents

 116

 10.19

 Judgment Currency

 116

 10.20

 Acknowledgement and Consent to Bail-In of Affected Financial Institutions

 116

 10.21

 Amendment and Restatement of Existing Credit Agreement

 117

 10.22

 Acknowledgement Regarding Any Supported QFCs

 117

 -iii-

 ANNEX

 Annex I

 —

 Pricing Grid

 SCHEDULES

 Schedule I

 —

 Lender Commitments

 Schedule 4.1

 —

 Financial Condition

 Schedule 4.2

 —

 Certain Changes

 Schedule 4.11

 —

 Subsidiaries

 Schedule 10.2

 —

 Addresses

 EXHIBITS

 Exhibit A

 —

 Form of Note

 Exhibit B

 —

 Form of Borrower Certificate

 Exhibit C

 —

 [Reserved]

 Exhibit D

 —

 Form of Assignment and Assumption

 Exhibit E

 —

 Form of Confidentiality Agreement

 Exhibit F

 —

 Terms and Conditions of Subordinated Indebtedness

 Exhibit G

 —

 Form of Compliance Certificate

 Exhibit H

 —

 Form of Borrowing Notice

 Exhibit I

 —

 Form of Conversion/Continuation Notice

 Exhibit J

 —

 Form of Joinder Agreement

 Exhibit K

 —

 Forms of U.S. Tax Compliance Certificates

 Exhibit L

 —

 Form of Swingline Loan Notice

 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

 This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this
“ Agreement ”), dated as of June 9, 2026, is among Affiliated Managers Group, Inc., a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions from time to time parties to
this Agreement as lenders (collectively, the “ Lenders ”), and Bank of America, N.A. (“ Bank of America ”), as Administrative Agent, Swingline Lender and L/C Issuer.

 WHEREAS, the Borrower, the Lenders party thereto, and the Administrative Agent and the other agents and arrangers from time to time party
thereto have entered into that certain Third Amended and Restated Credit Agreement, dated as of November 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing
Credit Agreement ”), pursuant to which the Lenders party thereto made loans to the Borrower; and
 WHEREAS, the Borrower has
requested that the Lenders provide a revolving credit facility and that the Administrative Agent and the Lenders make certain other modifications to the terms of the Existing Credit Agreement, and the Administrative Agent and the Lenders have agreed
to the requested modifications and to provide a revolving credit facility, all on the terms and conditions set forth herein.
 In
consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 SECTION 1. DEFINITIONS AND INTERPRETATION

 1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

 “ ABR ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2
of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term SOFR (determined in accordance with clause (b) of the definition thereof) in effect for
such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.00% and (d) 1.00%; provided , that if the ABR would be less than zero, the ABR shall be
deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change. If the ABR is being used as an alternate rate of interest pursuant to Section 3.7 hereof, then the ABR shall be the greatest of clauses (a), (b) and (d) above and shall be determined
without reference to clause (c) above.

 “ ABR Loan ” means a Loan that bears interest at a rate based upon the ABR.
All ABR Loans shall be denominated in Dollars.
 “ Adjusted Consolidated EBITDA ” means, for any Computation Period,
Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to acquisitions and dispositions completed during such Computation Period.

 “ Administrative Agent ” means Bank of America in its capacity as administrative agent under this Agreement and the other
Loan Documents, or any successor administrative agent.
 “ Administrative Agent’s Office ” means, with respect to
any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.2 , or such other address or account with respect to any such currency as the Administrative Agent may from time to time notify the
Borrower and the Lenders.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by
the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or
(b) any UK Financial Institution.
 “ Affiliate ” means as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

 “ Agent Parties ” is defined in Section 10.2(d) .

 “ Aggregate Commitments ” means the aggregate Commitments of all Lenders. The Aggregate Commitments are $1,250,000,000 as of
the Closing Date.
 “ Agreement ” is defined in the preamble.

 “ Agreement Currency ” is defined in Section 10.19 .

 “ Alternative Currency ” means each of the following currencies: Euro, Sterling and Canadian Dollar, together with each other
currency (other than Dollars) that is approved in accordance with Section 1.5 .
 “ Alternative Currency
Daily Rate ” means, for any day, with respect to any Credit Extension:
 (a) denominated in Sterling, the rate per annum equal to
SONIA determined pursuant to the definition thereof; and
 (b) denominated in any other Alternative Currency (to the extent such Loans
denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders
pursuant to Section 1.5 plus the

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adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.5 ;

 provided , that , if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of
this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from the date of such change without further notice.

 “ Alternative Currency Daily Rate Loan ” means a Loan that bears interest at a rate based on the definition of
“Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

 “ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the
purchase of such Alternative Currency with Dollars.
 “ Alternative Currency Loan ” means an Alternative Currency Daily
Rate Loan or an Alternative Currency Term Rate Loan, as applicable.
 “ Alternative Currency Term Rate ” means, for any
Interest Period, with respect to any Credit Extension:
 (a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered
Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET
Days preceding the first day of such Interest Period with a term equivalent to such Interest Period;
 (b) denominated in Canadian Dollars,
(i) the rate per annum equal to the forward-looking term rate based on CORRA as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) on the day that is two (2) Business Days prior to the Rate Determination Date with a term equivalent to such Interest Period plus (ii) the Term CORRA Adjustment for such Interest Period (such rate being
referred to as the “ Term CORRA ”); and
 (c) denominated in any other Alternative Currency (to the extent such Loans
denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders
pursuant to Section 1.5 plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.5 ;

 provided , that , if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of
this Agreement.

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 “ Alternative Currency Term Rate Loan ” means a Loan that bears interest at
a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

 “ Applicable Authority ” means with respect to any Alternative Currency, the applicable administrator for the Relevant Rate
for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity.

 “ Applicable Law ” means, as to any Person, all applicable laws binding upon such Person or to which such a Person is
subject.
 “ Applicable Margin ” means, from time to time, (a) with respect to (i) Term SOFR Loans and
Alternative Currency Loans, the rate per annum set forth under the heading “Applicable Margin for Term SOFR and Alternative Currency Loans” and (ii) ABR Loans and Swingline Loans, “Applicable Margin for ABR Loans and Swingline
Loans” and (b) with respect to Letters of Credit, from time to time, the rate per annum set forth under the heading “Applicable Margin for Letters of Credit,” each as set forth on Annex I and determined based upon the
Debt Rating.
 “ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the
local time in the place of settlement for such Alternative Currency as may be reasonably determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of settlement.
 “ Arrangers ” means collectively BofA Securities, Inc. (or any of
its designated Affiliates), Citizens Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada and Manufacturers & Traders Trust Company,
in their capacity as joint lead arrangers.
 “ Assignment and Assumption ” means an assignment and assumption entered into
by (x) a Lender, (y) an Eligible Assignee and (z) any party whose consent is required by Section 10.6(b ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other
form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

 “ Attorney Costs ” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other
external counsel.
 “ Available Commitment ” means as to any Lender at any time, an amount equal to the excess, if any, of
(a) the amount of such Lender’s Commitment over (b) the aggregate principal amount of all outstanding Revolving Loans made by such Lender plus its Commitment Percentage of the Outstanding Amount of the L/C Obligations
 plus , for all purposes other than Section 2.4(a) , its Commitment Percentage of all outstanding Swingline Loans.

 “ 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.

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 “ Bail-In Legislation ” means,
(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and
any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings).
 “ Bank of America ” is defined in the preamble and includes any successor thereto.

 “ Beneficial Ownership Certification ” means a certification, on the form provided by a Lender, in form and substance
satisfactory to the Borrower, as to beneficial ownership of the Borrower, as required by the Beneficial Ownership Regulation and delivered by the Borrower upon any request by a Lender to the extent required hereunder.

 “ 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”.
 “ Book Runners ” means
collectively BofA Securities, Inc. (or any of its designated Affiliates), Citizens Bank, N.A., and Wells Fargo Securities, LLC in their capacity as joint book runners.

 “ Borrower ” is defined in the preamble and includes any successor thereto.

 “ Borrower Materials ” is defined in Section 6.2 .

 “ Borrowing ” means (a) a borrowing consisting of simultaneous Revolving Loans of the same Type, in the same currency
and, in the case of Term SOFR Loans and Alternative Currency Term Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.1 or (b) a Swingline Borrowing, as the context may
require.
 “ Borrowing Date ” means any Business Day specified in a notice pursuant to
 Section 2.2 or 2.8 as a date on which the Borrower requests the Lenders or the Swingline Lender to make Loans hereunder.

 “ Borrowing Notice ” means a notice of a Borrowing, which shall be substantially in the form of Exhibit H or such
other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer
of the Borrower.
 “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office (with respect to Obligations denominated in Dollars) is located and:

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 (a) if such day relates to any interest rate settings as to an Alternative Currency Loan
denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative
Currency Loan, means a Business Day that is also a TARGET Day;
 (b) if such day relates to any interest rate settings as to an Alternative
Currency Loan denominated in Sterling, means a day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom;

 (c) if such day relates to interest rate settings as to an Alternative Currency Loan denominated in a currency other than Euro or Sterling,
means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency; and

 (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro or Sterling in respect of an
Alternative Currency Loan denominated in a currency other than Euro or Sterling, or any other dealings in any currency other than Euro or Sterling to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other
than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

 “ Canadian Dollar ” and “ CAD$ ” mean the lawful currency of Canada.

 “ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

 “ Capital Trusts ” means, collectively, any special purpose vehicles established by the Borrower, of which the Borrower holds
all of the common securities and other securities having the power to vote generally, which special purpose vehicle issues capital securities.

 “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or
more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall
agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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 “ Cash Equivalent ” means, at any time, (a) any evidence of
indebtedness, maturing not more than one (1) year after such time, issued or guaranteed by the United States or any agency thereof, (b) commercial paper, maturing not more than one (1) year from the date of issue, or corporate demand
notes, in each case (unless issued by a Lender or its holding company) rated at least A-1 or A-2 by S&P or P-1 or P-2 by Moody’s (or carrying an equivalent rating by an internationally-recognized rating agency), (c) any certificate of deposit (or time deposits represented by such certificates of deposit) or banker’s
acceptance, maturing not more than one year after such time, or overnight federal funds transactions or money market deposit accounts that are issued or sold by, or maintained with, a commercial bank or financial institution incorporated under the
laws of the United States, any state thereof or the District of Columbia which is rated at least A-1 or A-2 by S&P or P-l or P-2 by Moody’s (or carrying an equivalent rating by an internationally-recognized rating agency), (d) any repurchase agreement entered into with a commercial bank or financial institution meeting the
requirements of clause (c) above which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the
time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial bank or financial institution thereunder, (e) securities with maturities of six (6) months or less from the date of
acquisition backed by standby letters of credit issued by any commercial bank or financial institution meeting the requirements of clause (c) above, (f) any short-term (or readily marketable or immediately redeemable) investment in a
structured investment vehicle, structured investment deposit or similar instrument with a financial strength rating of A by S&P or Moody’s, (g) shares of money market mutual or similar funds which invest primarily in assets satisfying
the requirements of clauses (a) through (f) of this definition, or (h) instruments equivalent to those referred to in any of clauses (a) through (g) above that are comparable in credit quality and tenor to
that referenced in the applicable clause and are customarily used by corporations similar to the Borrower for cash management purposes outside the United States.

 “ Change of Control ” means an event or series of events by which:

 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of
all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the Capital
Stock of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has
the right to acquire pursuant to any option right); or
 (b) during any period of twelve (12) consecutive months, a majority of the
members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body
or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body.

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 “ Closing Date ” means the date on which the conditions precedent set forth
in Section 5.1 shall be satisfied or waived in accordance with Section 10.1 .

 “ CME ” means CME Group Benchmark Administration Limited.

 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated
thereunder.
 “ Commitment ” means, as to any Lender, the obligation of such Lender to (a) make Revolving Loans to
the Borrower hereunder, (b) purchase participations in L/C Obligations and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such
Lender’s name on Schedule I or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased or reduced from time to time in accordance with the provisions of this
Agreement.
 “ Commitment Fee Rate ” means, from time to time, the rate per annum set forth under the heading
“Commitment Fee Rate” on Annex I based upon the Debt Rating.
 “ Commitment Percentage ” means, with
respect to any Lender at any time, the percentage (carried out to nine decimal places) which such Lender’s Commitment then constitutes of the Aggregate Commitments (or, at any time after the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions shall have expired or terminated, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments). The initial Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule I to this Agreement or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.
 “ Commitment Period ” means the period from the Closing Date to the earliest of (a) the
Termination Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.5 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.1 .
 “ Compliance Certificate ” means
a certificate substantially in the form of Exhibit G .
 “ Computation Period ” means each period of four
consecutive fiscal quarters ending on the last day of a fiscal quarter.
 “ Conforming Changes ” means, with respect to
the use, administration of or any conventions associated with SOFR, Term SOFR, SONIA, CORRA, Term CORRA, EURIBOR or any proposed Successor Rate for any currency, as applicable, any conforming changes to the definitions of “ABR”,
“EURIBOR”, “SOFR”, “SONIA”, “Term SOFR”, “CORRA”, “Term CORRA” and “Interest Period”, timing and frequency of determining rates and making payments of interest and
other technical, administrative or operational matters (including, for the avoidance

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of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices
and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a
manner substantially consistent with market practice for such currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the
administration of such rate for such currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

 “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated)
or that are franchise Taxes or branch profits Taxes.
 “ Consolidated Cash Interest Expense ” means, for any period, the
amount of interest expense (controlling interest) of the Borrower and its Subsidiaries payable in cash on a consolidated basis for such period, excluding any such interest expense payable in cash which is attributable to any Designated SPE during
such period.
 “ Consolidated EBITDA ” means for any period the consolidated EBITDA of the Borrower and its Subsidiaries
for such period, excluding any EBITDA attributable to any Designated SPE during such period.
 “ Consolidated Interest
Expense ” means, for any period, the amount of interest expense (controlling interest) of the Borrower and its Subsidiaries on a consolidated basis for such period, excluding any such interest expense attributable to any Designated SPE
during such period.
 “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

 “ Conversion/Continuation Notice ” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a
continuation of Term SOFR Loans or Alternative Currency Term Rate Loans pursuant to Section 3.3 , which shall be substantially in the form of Exhibit I or such other form as may be approved by the Administrative Agent
(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

 “ CORRA ” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor
administrator).
 “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.
 “ Daily Simple SOFR ” with respect to any applicable determination date means the SOFR published on the fifth
U.S. Government Securities Business Day preceding such date on the Federal Reserve Bank of New York’s website (or any successor source); provided , however , that if such determination date is not a U.S. Government Securities
Business Day, then Daily Simple SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto.

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 “ Debt Rating ” means, as of any date of determination, the ratings by the
Rating Agencies of the Borrower’s non-credit-enhanced, senior unsecured long-term debt (or other similar corporate rating acceptable to the Administrative Agent); provided that (a) (i) if the
Borrower does not have any such rating issued by a Rating Agency, the Debt Rating applicable to Pricing Level 5 in the pricing grid attached as Annex I shall apply, (ii) if the Borrower shall have a rating for such debt issued by
only one Rating Agency, then the Debt Rating shall be the rating issued by such Rating Agency, (iii) if the Borrower shall have ratings for such debt issued by only two of the three Rating Agencies, then the Debt Rating shall be determined by
reference to each such rating in the manner set forth in clause (b) below and (iv) if the Borrower shall have ratings for such debt issued by each such Rating Agency, then the Debt Rating shall be determined by reference to the
highest two ratings issued by such Rating Agencies in the manner set forth in clause (b) below, and (b) in the event that clauses (a)(iii) and (a)(iv) above apply, the Debt Rating shall be the ratings issued by the
applicable Rating Agencies; provided that (i) if the respective ratings issued by the applicable Rating Agencies differ by one Pricing Level in the pricing grid attached as Annex I , then the Debt Rating applicable to the Pricing
Level for the higher of such two ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest) and (ii) if there is a split in the respective ratings issued
by the applicable Rating Agencies of more than one Pricing Level, then the Debt Rating applicable to the Pricing Level that is one Level higher than the Pricing Level of the lower rating shall apply.

 “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

 “ Default ” means any of the events specified in Section 8.1 , whether or not any requirement for
the giving of notice, the lapse of time, or both, has been satisfied.
 “ Default Rate ” means (a) except as provided
in clause (b) below, an interest rate equal to (i) the ABR plus (ii) the Applicable Margin, if any, applicable to ABR Loans plus (iii) 2% per annum; and (b) with respect to a Term SOFR Loan or Alternative Currency
Loan, the Default Rate shall be an interest rate equal to (i) Term SOFR, the Alternative Currency Daily Rate, or the Alternative Currency Term Rate applicable to such Loan plus (ii) the Applicable Margin applicable to Term SOFR
Loans plus (iii) 2% per annum.
 “ Defaulting Lender ” means, subject to Section 3.15(b) ,
any Lender that (a) has failed to (i) fund all or any portion of its Revolving Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the
Borrower in good faith in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender

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any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due,
(b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such
writing or public statement relates to such Lender’s obligation to fund a Revolving Loan hereunder and states in good faith that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law,
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.15(b) ) as of the date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

 “ Designated Indebtedness ” is defined in clause (iii) of the definition of “Total Indebtedness”.

 “ Designated Jurisdiction ” means any country, region or territory to the extent that such country, region or territory
itself is the subject of any Sanction.
 “ Designated SPE ” has the meaning set forth in
 Section 6.9 .
 “ Dollar Equivalent ” means at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such
time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

 “ Dollars ” and “ $ ” mean the lawful currency of the United States.

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 “ EBITDA ” means, for any Person for any period, the amount equal to the
sum of (without duplication) its (a) net income (controlling interest), plus (b) to the extent deducted in determining its net income (controlling interest), (i) taxes, (ii) Consolidated Interest Expense,
(iii) depreciation expense, (iv) intangible amortization expense and non-cash asset impairment expense, (v) Non-Cash Based Compensation Costs,
(vi) other non-cash charges, (vii) contingent payment arrangement expenses, (viii) unusual or otherwise non-recurring charges and losses,
(ix) transaction fees, costs and expenses incurred in connection with any investments, acquisitions, dispositions, mergers, consolidations or amalgamations not prohibited under this Agreement, and any debt financings or equity offerings (or any
combination thereof) (in each case, whether or not consummated), and (x) fees, costs and expenses incurred, directly or indirectly, in respect of any restructurings, business process optimizations or other similar actions taken in connection
with any acquisition, disposition or joint venture, minus (c) to the extent included in determining its net income (controlling interest), (i) gains related to contingent payment arrangements, (ii) unusual or otherwise non-recurring gains, and (iii) non-cash gains.

 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution
established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

 “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under
 Section 10.6(b) (subject to such consents, if any, as may be required under Section 10.6(b)(iii) ).

 “ Environmental Law ” means any federal, state, local or foreign statute, law, regulation, ordinance, rule, judgment, order,
decree, permit, concession, grant, franchise, license, agreement or governmental restriction relating to pollution or the protection of the environment or the release of any material into the environment, including any of the foregoing related to
hazardous substances or wastes, air emissions or discharges to waste or public systems.
 “ Environmental Liability ”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), 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.

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 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
 “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that together
with the Borrower is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Sections 412 and 430 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code.

 “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is
treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate or the treatment of
a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the failure by Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (h) the determination that any
Pension Plan is considered in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the
meaning of Section 432 of the Code or Section 305 of ERISA); or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or
any ERISA Affiliate with respect to a Pension Plan or Multiemployer Plan.
 “ EU Bail-In
Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

 “ Euro ” and “  ” mean the single currency of the Participating Member States.

 “ Event of Default ” means any of the events specified in Section 8.1 .

 “ Excluded Intercompany Indebtedness ” means, (i) Indebtedness owed by the Borrower or any Subsidiary (other than any
Designated SPE) to a Wholly-Owned Subsidiary (other than any Designated SPE) or the Borrower and (ii) up to an aggregate amount of $150,000,000 of Indebtedness owed by the Borrower or any Subsidiary (other than any Designated SPE) to any
Subsidiary (other than any Designated SPE) that is not a Wholly-Owned Subsidiary. For the avoidance of doubt, in no event shall “Excluded Intercompany Indebtedness” include any Indebtedness owed by the Borrower or any Subsidiary to a
Designated SPE or any Indebtedness of a Designated SPE owed to the Borrower or any other Subsidiary.
 “ Excluded Taxes ”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction

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imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of
such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by
the Borrower under Section 3.14 ) or (ii) such Recipient changes its Lending Office, except in each case to the extent that, pursuant to Section 3.11(b)(ii) , (b)(iii) or (d) ,
amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its Lending Office, (c) Taxes attributable to
such Recipient’s failure to comply with Section 3.11(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

 “ Existing Credit Agreement ” has the meaning specified in the recitals to this Agreement.

 “ 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), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or
regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

 “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

 “ Fee Letters ” means, collectively, (a) that certain fee letter, dated as of May 14, 2026 by and among Bank of
America, BofA Securities, Inc. and the Borrower and (b) each other fee letter entered into between, respectively, the Borrower and each other Book Runner.

 “ Financial Statements ” is defined in Section 4.1 .

 “ Financing Lease ” means any lease of property, real or personal, the obligations of the lessee in respect of which are
required in accordance with GAAP to be capitalized on a balance sheet of the lessee.
 “ Fitch ” means Fitch, Inc., doing
business as Fitch Ratings.
 “ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a
U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United
States, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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 “ FRB ” means the Board of Governors of the Federal Reserve System of the
United States.
 “ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C
Issuer, such Defaulting Lender’s Commitment Percentage of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other
Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Commitment Percentage of the Outstanding Amount of all Swingline Loans other than Swingline Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

 “ Funds ” means the collective reference to all Investment Companies and other investment accounts or funds (in whatever form
and whether personal or corporate) for which any Subsidiary provides advisory, management or administrative services.

 “ GAAP ” means generally accepted accounting principles in the United States in effect from time to time.

 “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
 “ Guarantee
Obligation ” means as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) with respect to which the
guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in any such case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”)
of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements
of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.

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 “ 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, toxic mold, infectious or medical wastes and all
other substances or wastes of any nature regulated pursuant to any Environmental Law.
 “ Increase Effective Date ” is
defined in Section 2.3(c) .
 “ Increasing Lender ” is defined in
 Section 2.3(b) .
 “ Indebtedness ” means, as to any Person at any date and without duplication,
all of the following, whether or not included as Indebtedness or liabilities in accordance with GAAP: (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of
such Person under Financing Leases, (d) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of bankers’ acceptances, letters of credit, bank guarantees, surety bonds or similar
facilities issued or created for the account of such Person, (e) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof (the amount of
any such non-recourse Indebtedness at any time to be deemed to be an amount equal to the lesser of (x) the fair market value of the property subject to such Lien and (y) the face amount of such
Indebtedness), (f) all net obligations of such Person under interest rate, commodity, foreign currency and financial markets swaps, options, futures and other hedging obligations (valued, at such date, in accordance with the Borrower’s
customary practices, as approved by its independent certified public accountants), (g) all Guarantee Obligations of such Person in respect of any Indebtedness (as defined above) of any other Person, and (h) all Indebtedness (as defined above)
of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.
 For purposes of the foregoing definition (including for purposes of
 Section 7.1 , Section 7.2 and Section 7.3 ), (A) with regard to a Subsidiary, the term “Indebtedness” shall include only a percentage of Indebtedness incurred by
such Subsidiary equal to the percentage of the Borrower’s direct and indirect ownership interest in such Subsidiary and (B) with regard to the Borrower or any Subsidiary, the term “Indebtedness” shall include, after any
reduction in accordance with the foregoing clause (A) , only a percentage of Indebtedness incurred by the Borrower or such Subsidiary and owed to another Subsidiary that is not a Wholly-Owned Subsidiary equal to the percentage of the minority
interest not owned, directly or indirectly, by the Borrower. For the avoidance of doubt, the term “Indebtedness” shall not include (i) Synthetic Lease Obligations, (ii) any Guarantee Obligations in respect of Synthetic Lease
Obligations, or (iii) any liabilities secured by any Lien in connection with Synthetic Lease Obligations.
 The term
“Indebtedness” shall not include deferral of, or contingent obligations to make payments, under affiliate equity interest purchases, put or call rights, or operating agreements entered into in the ordinary course of business, consistent
with past practices of the Borrower and its Subsidiaries, unless (A) such payment has become due and payable and (B) any of (x) such payment is secured by any Lien on assets of the Borrower, (y) such payment is to be made by a
Subsidiary, or (z) such payment is not made within five (5) Business Days of when due.

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 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

 “ Indemnitee ” is defined in Section 10.5(b) .

 “ Interest Payment Date ” means (a) as to any ABR Loan, (i) the last Business Day of each March, June, September
and December and (ii) the last day of the Commitment Period, (b) as to any Term SOFR Loan, (i) the last day of each Interest Period therefor, (ii) if any Interest Period is longer than three (3) months, each three-month
anniversary of the first day of such Interest Period, (iii) the date of any prepayment thereof and (iv) the last day of the Commitment Period, (c) as to any Alternative Currency Daily Rate Loan, the last Business Day of each calendar
month and the Termination Date and (d) as to any Alternative Currency Term Rate Loan, (i) the last day of each Interest Period applicable to such Loan, (ii) if any Interest Period is longer than three (3) months, each three-month
anniversary of the first day of such Interest Period and (iii) the date of any prepayment thereof.
 “ Interest
Period ” means,
 (a) (i) as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or
converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (subject to availability), and (ii) as to each Term CORRA Loan, the period commencing on the date such Term CORRA Loan is disbursed or
converted to or continued as a Term CORRA Loan and ending on the date one or three months thereafter (subject to availability), in each case, as selected by the Borrower in its Borrowing Notice or Conversion/Continuation Notice, as the case may be,
or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders;
 (b) with respect to
each Alternative Currency Term Rate Loan other than any Term CORRA Loan, the period commencing on the date such Alternative Currency Term Rate Loan is disbursed or converted to or continued as an Alternative Currency Term Rate Loan and ending on the
date one, three or six months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable Borrower in its Borrowing Notice or Conversion/Continuation Notice, as the case
may be, or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders;
 provided that the
foregoing provisions relating to Interest Periods are subject to the following:
 (1) if any Interest Period would otherwise end on a day
that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall
end on the immediately preceding Business Day;

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 (2) any Interest Period pertaining to an Alternative Currency Term Rate Loan that begins on
the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest
Period;
 (3) the Borrower may not select any Interest Period that would extend beyond the scheduled Termination Date; and

 (4) unless otherwise agreed by the Borrower, all Lenders and the Administrative Agent, any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the appropriate subsequent calendar month.

 “ Investment Advisers Act ” means the Investment Advisers Act of 1940.

 “ Investment Company ” means an “investment company” as such term is defined in the Investment Company Act.

 “ Investment Company Act ” means the Investment Company Act of 1940.

 “ Investment Firm ” means any Subsidiary or other Person engaged, directly or indirectly, primarily in the business of
providing investment advisory, management, distribution or administrative services to Funds (or investment accounts or funds which will be included as Funds after the Borrower acquires a direct or indirect interest in such other Person) and in which
the Borrower, directly or indirectly, has purchased or otherwise acquired, or has entered into an agreement to purchase or otherwise acquire, Capital Stock or other interests entitling the Borrower, directly or indirectly, to a share of five percent
(5.00%) or more of the revenues, earnings or value thereof.
 “ ISP ” means, with respect to any Letter of Credit, the
“International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

 “ Issuer Documents ” means, with respect to any Letter of Credit, the Letter of Credit Application and any other document,
agreement or instrument entered into by the L/C Issuer and the Borrower or in favor of the L/C Issuer and relating to such Letter of Credit.

 “ Joinder Agreement ” is defined in Section 2.3(b) .

 “ Judgment Currency ” is defined in Section 10.19 .

 “ Junior Subordinated Debentures ” means (a) the Borrower’s issued and outstanding 5.875% Junior Subordinated
Notes due March 30, 2059, 4.750% Junior Subordinated Notes due September 30, 2060, 4.200% Junior Subordinated Notes due September 30, 2061, and 6.750% Junior Subordinated Notes due March 30, 2064, and (b) any debentures or
notes issued after the Closing Date so long as such debentures or notes have structural and credit terms consistent with and substantially similar to, the terms contained in the foregoing debentures and notes, as applicable.

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 “ L/C Advance ” means, with respect to each Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its Commitment Percentage. All L/C Advances shall be denominated in Dollars.

 “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars.
 “ L/C Credit
Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

 “ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder.
 “ L/C Obligations ” means, as at any date of determination, the aggregate amount available
to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.8 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

 “ Lenders ” is defined in the preamble (and, unless the context requires otherwise, such term includes the Swingline Lender).

 “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch
of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its applicable Lending Office.

 “ Letter of Credit ” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring
of a presentation thereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency.
 “ Letter of Credit
Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

 “ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the Termination Date then in
effect (or, if such day is not a Business Day, the next preceding Business Day).
 “ Letter of Credit Fee ” has the
meaning specified in Section 2.10(h) .
 “ Letter of Credit Sublimit ” means an amount equal to
$150,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

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 “ Leverage Ratio ” means, as of any date, the ratio of (a) the
remainder of Total Indebtedness minus all (but not more than $500,000,000) consolidated unrestricted cash and Cash Equivalents of the Borrower (which cash and Cash Equivalents shall not, for the avoidance of doubt, include the proceeds of any
Designated Indebtedness), in each case as of such date, to (b) Adjusted Consolidated EBITDA for the Computation Period ending on (or, if such date is not the last day of a Computation Period, most recently prior to) such date.

 “ Leverage Ratio Increase Election ” has the meaning specified in Section 7.1(b) .

 “ Leverage Ratio Increase Period ” has the meaning specified in Section 7.1(b) .

 “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Financing Lease or
synthetic lease having substantially the same economic effect as any of the foregoing). Any Liens on a non-wholly owned Subsidiaries’ property, assets or revenues, whether now owned or hereafter
acquired, shall be limited to the Borrower’s percentage of ownership interest in such non-wholly owned Subsidiary.

 “ Loan Documents ” means this Agreement, any Notes, the Fee Letters, each Issuer Document, and any agreement creating or
perfecting rights in Cash Collateral pursuant to the provisions of Section 3.16 .
 “ Loans ”
means as applicable, and as the context may require, either (a) a Revolving Loan or a Swingline Loan or (b) collectively, the Revolving Loans and the Swingline Loans.

 “ Material Acquisition ” means an acquisition, merger, consolidation or amalgamation that, when taken together with all other
acquisitions, mergers, consolidations or amalgamations that have closed in the preceding six-month period, involves consideration consisting of a purchase price payable in cash plus a principal amount of
Indebtedness assumed in connection with such acquisition, merger, consolidation or amalgamation in an aggregate amount equal to at least $500,000,000. For the avoidance of doubt, the aggregate consideration relating to each acquisition, merger,
consolidation or amalgamation during any applicable preceding six-month period shall be calculated consistent with this definition.

 “ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, property or financial
condition of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party or (c) the validity or enforceability against the Borrower
of any material Issuer Document or any other Loan Document to which it is a party or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

 “ Material Subsidiary ” means, at any time, Subsidiaries of the Borrower which, together with their respective Subsidiaries,
individually or in the aggregate, (a) contribute at least ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries for the Computation Period most recently ended or (b) constitute at least ten percent (10%) of the
consolidated assets of the Borrower and its Subsidiaries as of the last day of the most recently ended fiscal quarter.

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 “ Maximum Rate ” shall have the meaning set forth in
 Section 1.10(b) .
 “ Minimum Collateral Amount ” means, at any time, (a) with respect to
Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters
of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 3.16(a)(i) , (a)(ii) or
 (a)(iii) , an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole reasonable discretion.

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

 “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which
the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

 “ Multiple Employer Plan ” means a Pension Plan that has two or more contributing sponsors (at least one of whom is the
Borrower or an ERISA Affiliate) at least two of whom are not under common control, as such a Pension Plan described in Section 4064 of ERISA.

 “ Non-Cash Based Compensation Costs ” means for any period, the amount of non-cash expense or costs computed under ASC 718 and related interpretations, which relate to the issuance of interests in the Borrower, any Subsidiary or any Investment Firm.

 “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting
Lender at such time.
 “ Note ” is defined in Section 2.6(e) .

 “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, or any other document made, delivered or given in connection therewith, in each case, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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

 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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 “ Other Taxes ” means all present or future stamp, court or documentary,
intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment, grant of a participation, or other transfer (other than an assignment made pursuant to Section 3.14(a)(i) or (ii) ).

 “ Outstanding Amount ” means (a) with respect to Revolving Loans on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Revolving Loans occurring on such date; (ii) with respect to Swingline Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the
aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of
any reimbursements by the Borrower of Unreimbursed Amounts.
 “ Overnight Rate ” means, for any day, (a) with respect
to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swingline Lender, as the case may be, in accordance with banking
industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking
industry rules on interbank compensation.
 “ Participant Register ” is defined in
 Section 10.6(d) .
 “ Participant ” is defined in Section 10.6(d) .

 “ Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union.
 “ PATRIOT Act ” means the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

 “ PBGC ” means the Pension Benefit Guaranty Corporation.

 “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

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 “ Pension Plan ” means any employee pension benefit plan (including a
Multiple Employer Plan but excluding any Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under
Section 412 of the Code.
 “ Person ” means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

 “ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a
Pension Plan but excluding any Multiemployer Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

 “ Platform ” is defined in Section 6.2 .

 “ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time.
 “ Public Lender ” is defined in Section 6.2 .

 “ Rate Determination Date ” means two (2) Business Days prior to the commencement of such Interest Period (or such other
day as is generally treated as the rate fixing day by market practice in such interbank market, as reasonably determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the
Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).
 “ Rating
Agencies ” means S&P, Moody’s and Fitch.
 “ Recipient ” means the Administrative Agent, any Lender,
the L/C Issuer, the Swingline Lender or any Arranger.
 “ Refunded Swingline Loans ” is defined in
 Section 2.8(b) .
 “ Register ” is defined in Section 10.6(c) .

 “ Regulation U ” means Regulation U of the FRB.

 “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators, managers, advisors, service providers and representatives of such Person and of such Person’s Affiliates.

 “ Released Party ” has the meaning set forth in Section 10.5(d) .

 “ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New
York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

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 “ Relevant Rate ” means with respect to any Credit Extension denominated in
(a) Sterling, SONIA, (b) Euros, EURIBOR, and (c) Canadian Dollars, Term CORRA, as applicable.
 “ Reportable
Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

 “ Required Lenders ” means, at any time, Lenders having Total Credit Exposures representing, in the aggregate, more than 50%
of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swingline Loan and
Unreimbursed Amounts that such Defaulting Lender has failed to fund that has not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the L/C Issuer, as the case may be, in making
such determination.
 “ Requirement of Law ” means, as to any Person, any law, treaty, rule or regulation or determination
of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

 “ Rescindable Amount ” has the meaning as defined in Section 3.8(c) .

 “ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority.
 “ Responsible Officer ” means each of the chief executive officer, the president, the chief financial
officer, the general counsel, the chief administrative officer, the secretary, any managing director, any executive vice president, any senior vice president or any vice president of the Borrower or, with respect to any certifications provided
pursuant to Section 6.1(b) or Section 6.2(a) , the chief executive officer, the president, the chief financial officer, any managing director, any executive vice president, any senior vice president
with financial responsibilities or treasurer of the Borrower, in each case acting singly, and, solely for purposes of notices given pursuant to Section 2 , any other officer or employee of the Borrower so designated by any
of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf
of the Borrower.
 “ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date
of a borrowing of an Alternative Currency Loan, (ii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 3.3 and (iii) such additional dates as the Administrative Agent shall
reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency,
(ii) each date of an amendment of any such Letter of Credit denominated in an Alternative Currency having the effect of increasing the amount thereof, (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated
in an Alternative Currency and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require.

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 “ Revolving Credit Exposure ” means, as to any Lender at any time, the
aggregate Outstanding Amount at such time of its Revolving Loans and the aggregate Outstanding Amount of such Lender’s participation in L/C Obligations and Swingline Loans at such time.

 “ Revolving Loans ” is defined in Section 2.1(a) .

 “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any
successor thereto.
 “ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately
available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of
disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

 “ Sanction(s) ” means any international economic sanction administered or enforced by the United States Government (including
OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

 “ Scheduled Unavailability Date ” (x) with respect to any Loan bearing interest based upon SOFR or Term SOFR, has the meaning
set forth in Section 3.7(b)(ii) and (y) with respect to any Alternative Currency Loan, has the meaning set forth in Section 3.17(b)(ii) .

 “ Shareholder Asset Sale ” means any transfer of the Capital Stock of any Investment Firm or any Subsidiary to (x) one
or more partners, officers, directors, shareholders, employees or members (or any entity owned or controlled by one or more of such Persons) of an Investment Firm which is a Subsidiary or in which the Borrower or a Subsidiary has an ownership
interest or (y) any Person that shall become a partner, officer, director, shareholder, employee or member (or any entity owned or controlled by one or more of such Persons) of any such Investment Firm or Subsidiary upon the consummation of
such transfer; provided that (a) any such transfer is entered into in the ordinary course of business pursuant to the buy/sell arrangements of affiliate equity interests entered into in the ordinary course of business, consistent with
past practices of the Borrower and (b) with respect to any transfer of Capital Stock of a Subsidiary, (i) if prior to such event the Borrower owned, directly or indirectly, in excess of 50% of the Capital Stock of such Subsidiary, then
after such event the Borrower shall continue to own, directly or indirectly, in excess of a 50% ownership interest in such Subsidiary, or (ii) if prior to such event the Borrower (whether directly or through a Wholly-Owned Subsidiary) was the
managing member or general partner (or a Person with similar rights and obligations) of such Subsidiary, the Borrower (whether directly or through a Wholly-Owned Subsidiary) shall continue to be the managing member or general partner (or a Person
with similar rights and obligations) of such Subsidiary.
 “ SOFR ” means the Secured Overnight Financing Rate as
administered by the Federal Reserve Bank of New York (or a successor administrator).

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 “ SONIA ” means, with respect to any applicable determination date, the
Sterling Overnight Index Average reference rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time); provided , however , that if such determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.

 “ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member
of the Organization for Economic Cooperation and Development at such time located in North America or Europe.
 “ Spot
Rate ” for a currency means the rate determined by the Administrative Agent or the L/C Issuer (as applicable, acting in such capacity), by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to
be the exchange rate for the purchase by such Person of such currency with another currency at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided ,
 however , that if no such rate is available, the “Spot Rate” shall be the rate determined by the Administrative Agent or the L/C Issuer (as applicable) to be the rate quoted by the Person acting in such capacity as the spot rate
for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange
computation is made, provided further that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution reasonably designated by the Administrative Agent or the L/C Issuer if the Person acting
in such capacity does not have as of the date of determination a spot buying rate for any such currency, and provided , further , that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation
is made in the case of any Letter of Credit denominated in an Alternative Currency.
 “ Sterling ” and
“ &pound; ” mean the lawful currency of the United Kingdom.
 “ Subordinated Payment Obligation ” means
any unsecured note evidencing Indebtedness or other obligations issued to a seller in connection with an acquisition of an ownership interest in an Investment Firm or in connection with an increase of the Borrower’s direct or indirect
ownership interest in an Investment Firm, in each case as permitted hereunder, (i) for which the Borrower is directly, primarily or contingently liable, (ii) the payment of the principal of and interest on which and other obligations of
the Borrower in respect of which are subordinated to the prior payment in full of the principal of and interest (including post-petition interest whether or not allowed as a claim in any proceeding) on the Loans and all other obligations and
liabilities of the Borrower to the Administrative Agent and the Lenders hereunder, and (iii) which has (or is subject to) terms and conditions that are generally consistent with the terms and conditions of subordination set forth in Exhibit F
(with any variation to such terms and conditions that is adverse to the Lenders being subject to approval by the Administrative Agent) or otherwise satisfactory in form and substance to the Required Lenders.

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 “ Subsidiary ” means, as to any Person, a corporation, partnership, limited
liability company or other entity of which Capital Stock having ordinary voting power (other than Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership, limited liability company or other entity is at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; provided ,
 however , that in no event shall a Fund constitute a “Subsidiary”. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Borrower.
 “ Successor Rate ” (x) with respect to any Loan bearing interest based upon SOFR or Term
SOFR, has the meaning set forth in Section 3.7(b)(ii) and (y) with respect to any Alternative Currency Loan, has the meaning set forth in Section 3.17(b)(iii) .

 “ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

 “ Swingline Amount ” means the lesser of $100,000,000 and the aggregate amount of the Commitments.

 “ Swingline Borrowing ” means a borrowing of a Swingline Loan pursuant to Section 2.7 .

 “ Swingline Lender ” means Bank of America in its capacity as the lender of the Swingline Loans, or any successor swingline
lender hereunder.
 “ Swingline Loan Notice ” means a notice of a Swingline Borrowing pursuant to
 Section 2.8 , which shall be substantially in the form of Exhibit L or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

 “ Swingline Loans ” is defined in Section 2.7(a) .

 “ Swingline Participation Amount ” is defined in Section 2.8(c) .

 “ Synthetic Lease Obligation ” means the monetary obligations of a Person under (a) a
 so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on
the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as indebtedness of such Person (without regard to accounting treatment).

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 “ T2 ” means the real time gross settlement system operated by the
Eurosystem, or any successor system.
 “ TARGET Day ” means any day on which T2 is open for the settlement of payments in
Euro.
 “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup
withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

 “ Term CORRA Adjustment ” means (i) 0.29547% (29.547 basis points) for an Interest Period of
 one-month’s duration and (ii) 0.32138% (32.138 basis points) for an Interest Period of three-months’ duration.

 “ Term CORRA Loan ” means a Loan that bears interest at a rate based on clause (b) of the definition of Alternative
Currency Term Rate.
 “ Term SOFR ” means:

 (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S.
Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided , that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR
means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
 (b) for any interest
calculation with respect to an ABR Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided , that
if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto;

 provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would
otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
 “ Term SOFR Loan ” means a
Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
 “ Term SOFR Replacement
Date ” has the meaning set forth in Section 3.7(b)(ii) .
 “ Term SOFR Screen Rate ”
means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time).

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 “ Termination Date ” means June 9, 2031.

 “ Total Credit Exposure ” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such
Lender at such time.
 “ Total Indebtedness ” means, at any time, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the sum of the aggregate principal amount (including capitalized interest) of all Indebtedness consisting of (a) all debt for borrowed money and any other obligations evidenced by a note, bond, debenture or similar
instrument, (b) all purchase-money indebtedness and obligations under Financing Leases, (c) all liabilities secured by any lien on any property of the Borrower or its Subsidiaries, even though the Borrower or any of its Subsidiaries has
not assumed or otherwise become liable for the payment thereof (the amount of any such non-recourse Indebtedness at any time to be deemed to be an amount equal to the lesser of (x) the fair market value
of the property subject to such lien and (y) the face amount of such Indebtedness), (d) all obligations as an account party or applicant under or in respect of bankers’ acceptances, letters of credit, bank guarantees, surety bonds or
similar facilities, in each case, to the extent drawn and not cash collateralized, (e) all Indebtedness of the type describe in clause (a) , (b) , (c) or (d) of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the Borrower or any Subsidiary is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to
the Borrower or such Subsidiary and (f) all Guarantee Obligations with respect to the foregoing; provided , that Total Indebtedness shall not include the following:

 (i) Subordinated Payment Obligations;

 (ii) 80% of the Junior Subordinated Debentures;

 (iii) Indebtedness (“ Designated Indebtedness ”) (limited to the portion thereof which would otherwise be included within
Total Indebtedness and limited to the time periods set forth below) which is incurred by the Borrower for the purpose (as communicated to the Administrative Agent) of: (i) redeeming, repaying, repurchasing, retiring or otherwise refinancing
other Indebtedness of the Borrower which is stated to mature or become callable within twelve (12) months after the incurrence of such Designated Indebtedness (or equity in any Capital Trust that holds Junior Subordinated Debentures issued by
the Borrower to such Capital Trust, which equity is stated to mature or become callable within twelve (12) months after the incurrence of such Designated Indebtedness); (ii) purchasing (by tender or other arrangements) other Indebtedness (or
equity in any Capital Trust that holds Junior Subordinated Debentures issued by the Borrower to such Capital Trust) of the Borrower within six (6) months of the incurrence of such Designated Indebtedness; or (iii) financing a portion of
the purchase price for a publicly announced acquisition for which a binding acquisition agreement has been entered into and which is reasonably expected to occur within the next six (6) months, so long as: (A) in each case, (1) the
proceeds thereof are maintained in escrow with the Administrative Agent or an affiliate of an Arranger (pursuant to escrow arrangements reasonably satisfactory to the Administrative Agent) and (2) such proceeds would only be released from such
escrow to be applied to such redemption, repayment, repurchase, retirement, refinancing, purchase, or acquisition (or, in the event such transaction is not consummated, to repay such Designated Indebtedness), and (B) in the case of any such
Designated Indebtedness related to an acquisition, (1) such Designated Indebtedness may be prepaid by the Borrower in the event the acquisition is not consummated and (2) such Designated Indebtedness shall only be so excluded until the
earliest to occur of (x) six (6) months after the incurrence thereof, (y) the date on which such acquisition is consummated, or (z) fifteen (15) days after it is determined that such acquisition shall not be consummated;

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 (iv) to the extent otherwise constituting Total Indebtedness, (i) to the extent the
underlying instruments remain undrawn or to the extent of the amount of cash collateral provided therefor, obligations in respect of amounts under outstanding letters of credit, bankers’ acceptances, bank guarantees, surety bonds and similar
arrangements and (ii) Indebtedness of entities in which the Borrower or any Subsidiary of the Borrower owns a minority interest so long as neither the Borrower nor any Subsidiary of the Borrower has guaranteed or otherwise become liable for
such Indebtedness; and
 (v) the aggregate outstanding amount of Indebtedness of all Designated SPEs incurred in accordance with
 Section 7.2(i) .
 “ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and
all L/C Obligations.
 “ Tranche ” means the collective reference to Loans having Interest Periods that began or will
begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

 “ Type ” means, as to any Loan, its nature as an ABR Loan, Alternative Currency Daily Rate Loan or an Alternative Currency
Term Rate Loan, or a Term SOFR Loan.
 “ 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.
 “ United States ” and “ U.S. ” mean the United States
of America.
 “ Unreimbursed Amount ” is defined in Section 2.10(c)(i) .

 “ U.S. Government Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) a day
on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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

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 “ U.S. Tax Compliance Certificate ” is defined in
 Section 3.11(f)(ii)(B)(III) .
 “ Wholly-Owned Subsidiary ” means any Subsidiary all of the
Capital Stock of which is owned, directly or indirectly, by the Borrower; provided that any Subsidiary shall be deemed a Wholly-Owned Subsidiary if at least 90% of the Capital Stock of such Subsidiary is owned, directly or indirectly, by the
Borrower and any other Capital Stock of such Subsidiary is owned by the current or former management of the Borrower.

 “ Withholding Agent ” means the Borrower and the Administrative Agent.

 “ 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.
 1.2 Other
Definitional and Interpretive Provisions .
 (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in any Notes or any certificate or other document made or delivered pursuant hereto.
 (b) When used with
reference to a period of time, the word “from” means “from and including” and the word “to” means “to but excluding”.

 (c) The term “including” is not limiting and means “including but not limited to.”

 (d) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments
shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document; (ii) references to any statute or
regulation are to be construed as including all statutory and regulatory provisions and rules consolidating, amending, replacing, supplementing or interpreting such statute or regulation; and (iii) references to “fiscal year” and
“fiscal quarter” mean the relevant fiscal period of the Borrower.
 (e) Section , subsection , clause ,
 Annex , Schedule and Exhibit references are to this Agreement unless otherwise specified.
 (f) The meanings given to
terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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 (g) Any reference in Section 7.4 or
 Section 7.5 , as applicable, to a merger, consolidation, amalgamation, assignment, sale, disposition, transfer, or conveyance shall be deemed to apply to a Division/Series Transaction (as defined herein), as if it were a
merger, consolidation, amalgamation, assignment, sale, disposition, transfer, or conveyance, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division
of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). “ Division/Series Transaction ” means (i) with respect to any Subsidiary that is a
limited liability company organized under the laws of the State of Delaware, that such Person (a) divides into two or more Persons (whether or not such Subsidiary survives such division) or (b) creates or reorganizes into one or more
series, in each case, as contemplated under the laws of the State of Delaware and (ii) any similar or analogous transaction under other Applicable Law.

 1.3 Accounting Terms .

 (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2026 and the related unaudited consolidated statements of income and of cash flows for the fiscal
quarter ended on such date, except as otherwise specifically prescribed herein.
 (b) If at any time any change in GAAP would affect the
computation of any financial ratio or other requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend
such ratio or other requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases (whether entered into before or after the Closing Date)
shall continue to be classified and accounted for in the manner and on a basis consistent with that reflected in the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended
December 31, 2018 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

 1.4 Exchange Rates; Currency Equivalents .

 (a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies, and, the Administrative Agent or the L/C Issuer, as applicable, shall use reasonable efforts to notify the

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Borrower of the applicable Spot Rates as of such Revaluation Date ( provided , however , that the failure by either the Administrative Agent or the L/C Issuer to so notify the Borrower
shall not result in any liability to the Borrower under any Loan Document). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the
next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for
purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable. Upon the reasonable request of the Borrower with respect to any applicable Alternative Currency, the
Administrative Agent or the L/C Issuer, as applicable, shall promptly notify the Borrower of the Spot Rate with respect to such Alternative Currency.

 (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency,
such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer,
as the case may be.
 1.5 Additional Alternative Currencies .

 (a) The Borrower may from time to time request that Alternative Currency Loans be made or Letters of Credit be issued in a currency other than
those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.
In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.
 (b) Any such request
shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case
of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Lender (in the case of any such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of any
such request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five (5) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative
Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

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 (c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such
request within the time period specified in the preceding subsection shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such
requested currency. If the Administrative Agent and all the Lenders consent to making Alternative Currency Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Alternative Currency Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the
Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain
consent to any request for an additional currency under this Section 1.5 , the Administrative Agent shall promptly so notify the Borrower.

 1.6 Change of Currency .

 (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that
adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in
respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Loan in the currency of such member state is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Revolving Loan, at the end of the then current Interest Period.
 (b) Each provision of this Agreement shall
be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or
practices relating to the Euro.
 (c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as
the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

 1.7 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).
 1.8 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document
related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum stated amount is in effect at such time.

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 1.9 Rounding . Any financial ratios required to be maintained by the Borrower pursuant
to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest…

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