AMENDMENT NO. 10 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 10 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT

THIS AMENDMENT NO. 10 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 31, 2021 by and among BLACKROCK, INC., a Delaware corporation (the “Company”), the Designated Borrowers party hereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the banks and other financial institutions or entities party hereto (the “Lenders”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of March 10, 2011 (as amended by that certain Amendment No. 1 to Five-Year Revolving Credit Agreement dated as of March 30, 2012, that certain Amendment No. 2 to Five-Year Revolving Credit Agreement dated as of March 28, 2013, that certain Amendment No. 3 to Five-Year Revolving Credit Agreement dated as of March 28, 2014, that certain Amendment No. 4 to Five-Year Revolving Credit Agreement dated as of April 2, 2015, that certain Amendment No. 5 to Five-Year Revolving Credit Agreement dated as of April 8, 2016, that certain Amendment No. 6 to Five-Year Revolving Credit Agreement dated as of April 6, 2017, that certain Amendment No. 7 to Five-Year Revolving Credit Agreement dated as of April 3, 2018, that certain Amendment No. 8 to Five-Year Revolving Credit Agreement dated as of March 29, 2019 and that certain Amendment No. 9 to Five-Year Revolving Credit Agreement dated as of March 31, 2020, the “Existing Credit Agreement”), pursuant to which the Lenders have extended certain credit facilities to the Borrowers.

The Borrowers have requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.    Capitalized Terms. All capitalized undefined terms used in this Amendment (including, without limitation, in the introductory paragraph and the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement (as defined below).

2.    Amendments. Subject to and in accordance with the terms and conditions set forth herein, the parties hereto hereby agree as follows:

(a)     the Existing Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text), (ii) add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and (iii) move the green double-underlined text (indicated textually in the same manner as the following example: double-underlined text), in each case, as set forth in the form thereof attached hereto as Annex A (as so amended, the “Credit Agreement”);

(b)    Schedule 1.1(b) to the Existing Credit Agreement is replaced with a revised Schedule 1.1(b) attached hereto as Annex B, which such Schedule 1.1(b) reflects the Commitments of all the Lenders and the L/C Fronting Commitments of all the Issuing Lenders upon the effectiveness of this Amendment;

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(c)    the Existing Credit Agreement is hereby amended to add a new Schedule 4.17 attached hereto as Annex C;

(d)    Exhibit L to the Existing Credit Agreement is replaced with a revised Exhibit L attached hereto as Annex D; and

(e)    the Existing Credit Agreement is hereby amended to add a new Exhibit M attached hereto as Annex E.

3.    Commitment Adjustments; Joining Lenders.

(a)    Notwithstanding anything to the contrary in the Credit Agreement, each party hereto agrees (i) that solely with respect to any assignments required or desired to effectuate the purposes set forth in this Amendment, such assignments shall be deemed to be made in requisite amounts among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by any applicable Assignment and Assumptions under the Credit Agreement and (ii) to any adjustments to be made to the Register to effectuate such reallocations and assignments. In connection therewith, any reallocation of Commitments among the applicable Lenders resulting from such adjustments, and any reallocation among the applicable Lenders of outstanding Loans resulting from such adjustments, shall, in each case, occur on the Amendment No. 10 Effective Date (as defined below) in connection with this Amendment, and the Administrative Agent may make such adjustments between and among the Lenders in consultation with the Borrowers as are reasonably necessary to effectuate such adjustments, so that the Commitments are as set forth on the revised Schedule 1.1(b) attached hereto as Annex B as of the effectiveness of this Amendment. Notwithstanding anything to the contrary in Section 13.10(b) of the Credit Agreement or this Amendment, (i) no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), (ii) no fees shall be required to be paid to the Administrative Agent in connection with such assignments, and (iii) such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption; in each case, without limiting the requirement that each Lender shall be an Eligible Assignee.

(b)    Each Lender party hereto that is not party to the Existing Credit Agreement (each a “Joining Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all of the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 13.10(b) of the Credit Agreement), (C) from and after the Amendment No. 10 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder with the Commitments applicable to such Joining Lender as set forth on Schedule 1.1 attached hereto as Annex B (as such Commitments may be modified at any time or from time to time pursuant to the terms of the Loan Documents), (D) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and either it, or the Person exercising discretion in making its decision to acquire its Commitments, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to

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receive copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to acquire its Commitments, (F) it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to acquire its Commitments, and (G) if it is a Foreign Lender, it has delivered to the Administrative Agent and the Company any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Joining Lender; and (ii) agrees that (A) it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. On and after the Amendment No. 10 Effective Date, all references to the “Lenders” in the Credit Agreement and the other Loan Documents shall be deemed to include the Joining Lenders.

4.    Effectiveness. This Amendment shall become effective on the date when each of the following conditions precedent are satisfied (such date, the “Amendment No. 10 Effective Date”):

(a)    Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received:

(i)    counterparts of this Amendment executed by the Borrowers, the Guarantor and all of the Lenders;

(ii)    a Note executed by the applicable Borrowers in favor of each Lender requesting the same;

(iii)    a certificate of a Responsible Officer of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and all amendments thereto, certified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii), in any jurisdiction where a Governmental Authority certification is neither customary nor available), (B) the bylaws (or similar governing documents) of such Borrower as in effect on the date hereof, (C) resolutions duly adopted by the board of directors or shareholders, as applicable, of such Borrower authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.2(b)(iii);

(iv)    certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower under the laws of the jurisdiction of formation of such Borrower; and

(v)    at least three (3) calendar days prior to the Amendment No. 10 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as applicable, in order to comply with its obligations under applicable “know your

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customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in each case, to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) business days prior to the Amendment No. 10 Effective Date.

(b)    Payment of Fees and Expenses. The Company shall have paid all fees, costs and expenses set forth in Sections 8(a) and (b) of this Amendment.

5.    Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth herein, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Company, any of its Subsidiaries or any other Person with respect to any other waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

6.    Representations and Warranties. Each Borrower and Guarantor represents and warrants that (a) it has the corporate power and authority to make, deliver and perform this Amendment, (b) it has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment, (c) this Amendment has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), (e) each of the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect hereto.

7.    Acknowledgement and Reaffirmation. By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

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8.    Costs, Expenses and Taxes. The Company agrees to pay:

(a)     in accordance with Section 13.3 of the Credit Agreement, but subject to the provisions set forth in Section 5 of that certain commitment letter dated as of March 4, 2021, from ▇▇▇▇▇ Fargo and the other commitment parties thereto to the Company, all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and ▇▇▇▇▇ Fargo Securities in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable and invoiced fees and out-of-pocket expenses of counsel for the Administrative Agent and ▇▇▇▇▇ Fargo Securities; and

(b)     all fees payable pursuant to that certain letter agreement by and among the Company, ▇▇▇▇▇ Fargo, ▇▇▇▇▇ Fargo Securities and Citigroup Global Markets Inc., dated as of March 4, 2021.

9.    Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic (pdf) transmission shall be effective as delivery of a manually executed counterpart hereof. For the purpose of electronic execution, Section 13.17 of the Credit Agreement, is hereby incorporated by reference, mutatis mutandis.

10.    Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof.

11.    Entire Agreement. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

12.    Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the parties hereto and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers or representatives, all as of the day and year first written above.

BlackRock, Inc.

Amendment No. 10 to Five-Year Revolving Credit Agreement (2021)

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Annex A

(to Amendment No. 10 to Five-Year Revolving Credit Agreement)

Credit Agreement

See attached.

BlackRock, Inc.

Annex A

Amendment No. 10 to Five-Year Revolving Credit Agreement (2021)

EXECUTION VERSION

EXECUTION VERSION

Published CUSIP Number: ▇▇▇▇▇▇▇▇▇

Revolving Credit CUSIP Number: ▇▇▇▇▇▇▇▇▇

$4,000,000,000

$4,400,000,000

FIVE-YEAR REVOLVING CREDIT AGREEMENT[¹]

dated as of March 10, 2011,

as amended by Amendment No. 1, dated as of March 30, 2012,

as further amended by Amendment No. 2, dated as of March 28, 2013,

as further amended by Amendment No. 3, dated as of March 28, 2014,

as further amended by Amendment No. 4, dated as of April 2, 2015,

as further amended by Amendment No. 5, dated as of April 8, 2016

and as further amended by Amendment No. 6, dated as of April 6, 2017

by and among

BLACKROCK, INC.,

and

CERTAIN SUBSIDIARIES

as Borrowers,

the Lenders referred to herein,

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

a Swingline Lender, Issuing Lender and L/C Agent,

CITIBANK, N.A.,

as a Swingline Lender,

and

SUMITOMO MITSUI BANKING CORPORATION,

as Japanese Yen Lender

▇▇▇▇▇ FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATEDBOFA SECURITIES, LLC,

¹ Conformed through and including Amendment No. 9 dated as of March 31, 2020. NOTE: This document is being provided solely for ease of review and convenience. Neither McGuireWoods, LLP, ▇▇▇▇▇ Fargo nor any of their affiliates makes any representation or warranty as to the accuracy of this document. Parties should rely solely on their review of the credit agreement and amendments.

EXECUTION VERSION

BARCLAYS CAPITALBANK PLC,

▇.▇. ▇▇▇▇▇▇ SECURITIES LLC,

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,

DEUTSCHE BANK SECURITIES INC.,

HSBC SECURITIES (USA) INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

▇▇▇▇▇▇▇ SACHS BANK USA, and

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH

BANK OF CHINA, NEW YORK BRANCH, and

CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH,

as Joint Lead Arrangers and Joint Bookrunners,

CITIBANK, N.A.,

as Syndication Agent,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC

JPMORGAN CHASE BANK, N.A.,

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,

DEUTSCHE BANK SECURITIES INC.,

HSBC BANK USA, NATIONAL ASSOCIATION

CREDIT SUISSE AG,

▇▇▇▇▇▇▇ SACHS BANK USA, and

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH

BANK OF CHINA, NEW YORK BRANCH, and

CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH,

as Documentation Agents

▇▇▇▇▇ FARGO SECURITIES, LLC, and

CITIGROUP GLOBAL MARKETS INC.,

as Co-Sustainability Structuring Agents,

TABLE OF CONTENTS

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EXHIBITS

SCHEDULES

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CREDIT AGREEMENT, dated as of March 10, 2011, by and among BlackRock, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.9 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Lenders who are or may become a party to this Agreement and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

The Company has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrowers on the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

“Act” has the meaning assigned thereto in Section 13.21.

“Administrative Agent” means ▇▇▇▇▇ Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 12.6.

“Administrative Agent’s Correspondent” means ▇▇▇▇▇ Fargo Bank, National Association, London Branch, or any other financial institution designated by the Administrative Agent and reasonably satisfactory to the Company to act as its correspondent hereunder with respect to the distribution and payment of Alternative Currency Loans.

“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 13.1(c).

“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, with respect to any Person, any other Person (other than, with respect to the Company, a Subsidiary or Excluded Subsidiary of the Company) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt neither of the Existing Shareholders shall be treated as

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an Affiliate of the Company on the basis of its beneficial ownership of Capital Stock of the Company so long as such Existing Shareholder is subject to a stockholders agreement with the Company on substantially the same terms as the stockholders agreement to which it is a party as of the date of this Agreement.

“Agency Fee Letter” means the separate fee letter agreement executed by the Company, ▇▇▇▇▇ Fargo and ▇▇▇▇▇ Fargo Securities, LLC, dated February 11, 2011.

“Agreement” means this Five-Year Revolving Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Aggregate Commitment” means the aggregate amount of the Lenders’ Commitments hereunder, as such amount may be increased, reduced or otherwise modified at any time pursuant to the terms hereof. On the Amendment No. 510 Effective Date, the Aggregate Commitment shall be Four Billion Four Hundred Million Dollars ($4,000,000,000.004,400,000,000.00 ).

“Aggregate Revolving Commitment” means the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders hereunder, as such amount may be increased, reduced or otherwise modified at any time pursuant to the terms hereof. On the Amendment No. 510 Effective Date, the Aggregate Revolving Commitment shall be Three Billion SevenEight Hundred Seventy OneFifty-Four Million Dollars ($3,771,000,000.003,854,000,000 ).

“Aggregate USD Revolving Commitment” means the aggregate amount of the USD Revolving Credit Commitments of the USD Revolving Credit Lenders hereunder, as such amount may be increased, reduced or otherwise modified at any time pursuant to the terms hereof. On the Amendment No. 510 Effective Date, the Aggregate USD Revolving Commitment shall be TwoFive Hundred Twenty NineForty-Six Million Dollars ($229,000,000.00546,000,000).

“Alternative Currency” means all Permitted Currencies other than the Dollar.

“Alternative Currency Amount” means with respect to each Revolving Credit Loan made or continued (or to be made or continued) in an Alternative Currency, the amount of such Alternative Currency which is equivalent to the principal amount in Dollars of such Loan at the most favorable spot exchange rate for the applicable Borrower as determined by the Administrative Agent’s Correspondent to be available to it at approximately 11:00 a.m. (time of the Administrative Agent’s Correspondent) two (2) Business Days before such Loan is made or continued (or to be made or continued). When used with respect to any other sum expressed in Dollars, “Alternative Currency Amount” shall mean the amount of such Alternative Currency which is equivalent to the amount so expressed in Dollars at the most favorable spot exchange rate for the applicable Borrower as determined by the Administrative Agent’s Correspondent to be available to it at the time of determination.

“Alternative Currency Loan” means any Revolving Credit Loan denominated in an Alternative Currency and “Alternative Currency Loans” means all such Alternative Currency Loans collectively.

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“Alternative Ratings Source” means either ▇▇▇▇▇’▇ or a comparable rating agency in either case that publishes a rating of the Company’s counterparty risk or similar rating and which is mutually acceptable to the Company and the Administrative Agent.

“Amendment No. 510 Effective Date” means April 8, 2016 March 31, 2021.

“Announcements ” has the meaning assigned thereto in Section 1.11.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any Subsidiary of a Borrower from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the U.K. Br▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended, and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“ Applicant Commitment Fee Percentage” has the meaning assigned thereto in the definition of Applicable Percentage.

“Applicable Percentage” means, for purposes of calculating (a) the applicable percentage for each of the Base Rate, the Japanese Base Rate, the LIBOR Market Index Rate and the LIBOR Rate for purposes of Section 4.1(a) (provided, that with respect to each LIBOR Rate Loan denominated in an Alternative Currency, the Applicable Percentage shall include the Mandatory Cost Rate) (the “Applicable Rate Percentage”) and (b) the commitment feeapplicable percentage for the Commitment Fee for purposes of Section  4.3(a), (the “Applicable Commitment Fee Percentage”) the corresponding rate set forth below for the applicable Debt Rating, as follows:

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provided, that if S&P or any Alternative Ratings Source, as applicable, shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the penultimate sentence of this definition), then such Debt Rating shall be deemed to be Level VIV. In the event that the Debt Ratings publicly announced by S&P listed above and any corresponding Debt Rating of any Alternative Ratings Source previously agreed to by the Company and the Administrative Agent, if any, differ by (a) one Level, the Applicable Percentage shall be that Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (b) two or more Levels, the Applicable Percentage shall be that Level which corresponds to the Debt Rating which is one rating immediately above the lowest of such announced Debt Ratings. Any change in the Applicable Percentage shall be effective (a) as to any increase in the Debt Rating, as of the Business Day on which the increase in the applicable Debt Rating is announced or is made publicly available, and (b) as to any decrease in the applicable Debt Rating, as of the Business Day on which the decrease in the applicable Debt Rating is announced or is made publicly available. If the rating systems of S&P or any other such Alternative Ratings Source shall change, or if all of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any such amendment, the Applicable Percentage shall be determined by reference to the Debt Rating most recently in effect prior to such change or cessation. The parties hereto agree that, as of the Closing Date, ▇▇▇▇▇’▇ constitutes an Alternative Rating Source. It is hereby understood and agreed that notwithstanding the foregoing, (a) the Applicable Commitment Fee Percentage shall be adjusted from time to time based upon the Sustainability Fee Adjustment (to be calculated and applied as set forth in Section 4.17) and (b) the Applicable Rate Percentage shall be adjusted from time to time based upon the Sustainability Rate Adjustment (to be calculated and applied as set forth in Section 4.17).

“ Applicable Rate Percentage” has the meaning assigned thereto in the definition of Applicable Percentage.

“Applicant Borrower” has the meaning assigned thereto in Section 2.9(b).

“ Arrangers” means ▇▇▇▇▇ Fargo Securities, LLC, Citigroup Global Markets Inc., BofA Securities, LLC, Barclays Bank PLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇ Sachs Bank USA, Industrial and Commercial Bank of China Limited, New York Branch, Bank of China, New York Branch and China Construction Bank Corporation, New York Branch, each in their respective capacity as a joint lead arranger and joint bookrunner.

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“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.10), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“ Available Tenor” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 4.10(c)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution.

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

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1% and (c) except during any period of time during which a notice delivered to the Company under Section 4.10 shall remain in effect, LIBOR for an Interest Period of one month (determined on a daily basis) plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable).

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a).

“ Benchmark” means, initially, with respect to (i) any Obligations, interest, fees, commissions or other amounts denominated in Dollars or calculated with respect thereto, USD LIBOR or (ii) any Obligations, interest, fees, commissions or other amounts denominated in Euro, Japanese Yen or Pounds Sterling, or calculated with respect thereto, the London interbank offered rate for Euro,

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Japanese Yen or Pounds Sterling, as applicable; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to any such benchmark rate, then “Benchmark ” with respect to Obligations, interest, fees, commissions or other amounts denominated in such currency means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.10(c)(i).

“Benchmark Replacement” means, with respect to all Loans denominated in a given currency, the sum of: (a means, for any Available Tenor,

(1)     with respect to any Benchmark Transition Event or Early Opt-in Election with respect to a then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided, that with respect to a Benchmark with respect to any Obligations, interest, fees, commissions or other amounts denominated in any currency other than Dollars or calculated with respect thereto, the alternative set forth in clause (c) below:

(a)    the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment;

(b)    the sum of: (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment;

(c)    the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for such Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body with respect to such currency or (ii) any evolving or then-prevailing market convention for determining a benchmark rate of interest as a replacement to LIBORfor such Benchmark for syndicated credit facilities denominated in suchthe currency and (b) the applicable to such Benchmark at such time and (B) the related Benchmark Replacement Adjustment for such; or

(2)     with respect to any Term SOFR Transition Event and a Benchmark with respect to any Obligations, interest, fees, commissions or other amounts denominated in Dollars or calculated with respect thereto, the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment;

provided that, if any(i) in the case of clause (1)(a), if the Administrative Agent decides that Term SOFR is not administratively feasible for the Administrative Agent, then Term SOFR will be deemed unable to be determined for purposes of this definition and (ii) in the case of clause (1)(a) or clause (2) of this definition, the applicable Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement as so determined pursuant to clause (1)(a), (1)(b) or (1)(c) or clause (2) of this definition would be less than zerothe Floor, suchthe Benchmark Replacement will be deemed to be zerothe Floor for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBORany then-current Benchmark with an Unadjusted Benchmark Replacement for eachany applicable Interest Period, and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1)    for purposes of clauses (1)(a) and (1)(b) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a)     the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement;

(b)     the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Available Tenor of such Benchmark;

(2)     for purposes of clause (1)(c) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Company giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBORsuch Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBORsuch Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities at such time denominated in the relevant currency applicable to such Benchmark; and

(3)     for purposes of clause (2) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Available Tenor of USD LIBOR with a SOFR-based rate;

provided that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion and (y) if such then-current

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Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement that will replace such Benchmark in accordance with Section 4.10(c)(i) will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be, with respect to each Unadjusted Benchmark Replacement having a payment period for interest calculated with reference thereto, the Available Tenor that has approximately the same length (disregarding business day adjustments) as such payment period.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Company, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of thesuch Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Company, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any then-current Benchmark, the earlierearliest to occur of the following events with respect to LIBOR with respect to a given currencysuch Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide LIBOR with respect to such currency; or all Available Tenors of such Benchmark (or such component thereof);

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

(3)     in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the Administrative Agent has provided the Term SOFR Notice to the Lenders and the Company pursuant to Section 4.10(c)(i)(B); or

(4)     in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

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For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any then current Benchmark, the occurrence of one or more of the following events with respect to LIBOR with respect to a given currencysuch Benchmark:

(1)    a public statement or publication of information by or on behalf of the administrator of LIBOR such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide LIBOR with respect to such currency all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR with respect to such currency any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR such Benchmark (or the published component used in the calculation thereof), the U.S. FRB, the Federal Reserve SystemBank of New York, the central bank for the currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for LIBOR such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for LIBOR such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR or any other Relevant Governmental Body such Benchmark (or such component), which states that the administrator of LIBOR with respect tosuch Benchmark (or such currency component) has ceased or will cease to provide LIBOR all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR with respect to such currency any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR such Benchmark (or the published component used in the calculation thereof) announcing that LIBOR with respect to such currency isall Available Tenors of such Benchmark (or such component thereof) are no longer representative.

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For the avoidance of doubt, a “Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicableEvent” will be deemed to have occurred with respect to any Benchmark Replacement Date and (ii) if such Benchmark Transition Event isif a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of informationset forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Company, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to all Loans denominated in a given currency, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement with respect to Loans denominated in such currencyany then-current Benchmark, the period (if any) ( x) beginning at the time that sucha Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced LIBORsuch Benchmark for all purposes hereunder with respect to Loans denominated in such currencyand under any Loan Document in accordance with this Section 4.10(c) and (y) ending at the time that a Benchmark Replacement has replaced LIBORsuch Benchmark for all purposes hereunder and under any Loan Document in accordance with respect to Loans denominated in such currency pursuant to this Section 4.10(c) .

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

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“ Beneficiary” has the meaning assigned thereto in Section 13.10(a).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ Black, African American, Hispanic and Latino Employment Rate” means with respect to any Fiscal Year of the Company as reported under Code #FN-AC-330a.1 in the SASB Aligned Report, the ratio (stated as a percentage) of (i) the aggregate number of employees of the Company and its Subsidiaries in the United States who are Black, African American, Hispanic or Latino as of the first day of the next succeeding Fiscal Year (the sum of the percentages set forth in the two columns in the SASB Aligned Report referring to ‘Black or African American’ employees and ‘Hispanic or Latino’ employees) to (ii) the aggregate number of employees of the Company and its Subsidiaries in the United States as of the first day of the next succeeding Fiscal Year.

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“ Black, African American, Hispanic and Latino Employment Rate Target C” means, with respect to any Fiscal Year, the Black, African American, Hispanic and Latino Employment Rate Target C for such Fiscal Year as set forth in the Sustainability Table in Schedule 4.17.

“ Black, African American, Hispanic and Latino Employment Rate Threshold C” means, with respect to any Fiscal Year, the Black, African American, Hispanic and Latino Employment Rate Threshold C for such Fiscal Year as set forth in the Sustainability Table in Schedule 4.17.

“BlackRock Group Limited” means BlackRock Group Limited, a company incorporated and organized under the laws of England and Wales.

“ Blackrock Netherlands” means BlackRock (Netherlands) B.V., a corporation organized under the laws of the Netherlands.

“Borrower” and “Borrowers” have the meaning assigned thereto in the introductory paragraph hereto.

“Business Day” means any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, and New York, New York, are open for the conduct of their commercial banking business and:

(a)    if such day relates to any interest rate settings as to any LIBOR Rate Loan (or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR or any Swingline Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate) denominated in Dollars, any funding, disbursements, settlements and payments in Dollars in respect of any LIBOR Rate Loan (or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR or any Swingline Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate), or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such LIBOR Rate Loan (or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR) or any Swingline Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate, means any such day on which dealings in deposits in Dollars are conducted by and between banks in thethat is also a London interbank eurodollar marketBanking Day;

(b)    if such day relates to any interest rate settings as to any LIBOR Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOR Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such LIBOR Rate Loan, means a TARGET Day;

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

(d)    if such day relates to any interest rate settings as to any Japanese Yen Loan, any fundings, disbursements, settlements and payments in Japanese Yen in respect of any

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such Japanese Yen Loan, or any other dealings in Japanese Yen to be carried out pursuant to this Agreement in respect of any such Japanese Yen Loan, means any day on which banks are open for business in Tokyo, Japan;

(e)    if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a LIBOR Rate Loan, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such LIBOR Rate 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; and

(f)    if such day relates to any payments related to a Designated Borrower, means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such Designated Borrower.

“Capital Lease” means any lease of any property by the Company or any of its Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Company and its Subsidiaries.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) in the case of any other Person, any similar ownership interests and (f) with respect to the foregoing items (a) through (e), any and all warrants or options to purchase any of the foregoing.

“Change in Control” means an event or series of events by which any Person or group of Persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) other than the Existing Shareholders shall obtain ownership or control in one or more series of transactions involving the Capital Stock of the Company representing more than fifty percent (50%) of Capital Stock of the Company ordinarily entitled to vote in the election of members of the board of directors of the Company.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

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“Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 5.2 shall be satisfied or waived in all respects in a manner acceptable to each of the Lenders in their sole discretion.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

“Commitment” means (a) as to any Lender, the obligation of such Lender to make Loans (including, without limitation, to participate in Japanese Yen Loans and Swingline Loans) under the applicable Credit Facility and to issue or participate in Letters of Credit for the account of any Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on the Register, as such amount may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate commitment of all Lenders to make Loans (including, without limitation, to participate in Japanese Yen Loans and Swingline Loans) under the applicable Credit Facility and to issue or participate in Letters of Credit for the account of any Borrower hereunder, as such amount may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The Commitment of each Lender is set forth opposite such Lender’s name on Schedule 1.1(b) or in the Register (giving effect to any Assignment and Assumption), as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Commitment Fee” has the meaning assigned thereto in Section 4.3(a).

“Commitment Percentage” means, as to any Lender at any time with respect to any Credit Facility, the ratio of (a) the amount of the Commitment of such Lender under such Credit Facility to (b) the aggregate amount of all Commitments of all Lenders under such Credit Facility.

“Company” has the meaning assigned thereto in the introductory paragraph hereto, and includes the Company in its capacity as a Borrower and the Guarantor.

“Company Sublimit” means $3,400,000,0003,775,000,000 , or such other amount as the Borrowers haveCompany has notified the Administrative Agent of by delivery to the Administrative Agent of a Sublimit Notice; provided that, in the event there is a Defaulting Lender, the Company Sublimit shall be reduced by such Defaulting Lender’s Commitment Percentage for so long as such Lender is a Defaulting Lender. For the avoidance of doubt, upon any such Defaulting Lender being deemed cured in accordance with Section 4.16(h), by replacement of such Defaulting Lender pursuant to Section 4.14(b) or otherwise, the reduction of the Company Sublimit shall be of no further effect.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with, except as otherwise set forth herein, applicable principles of consolidation under GAAP.

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Company and its Subsidiaries and such amounts that are attributable to the Company in respect of the Excluded Subsidiaries in accordance with GAAP: (a) Consolidated Net Income attributable to the Company for such period plus (b) the sum of the following to the extent deducted in determining Consolidated Net Income for such period:

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(i) income and franchise taxes, (ii) Consolidated Interest Expense, (iii) amortization, depreciation and other non-cash charges (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), (iv) Securities Lending Indemnification Losses and any other extraordinary, unusual or otherwise non-recurring charges and losses (including from discontinued operations) and (v) expenses under the Company’s and its Subsidiaries’ retention and incentive plans or otherwise that are actually, directly or indirectly, funded by any of the Existing Shareholders, less (c) extraordinary, unusual or otherwise non-recurring gains (including from discontinued operations). For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner reasonably acceptable to the Company and the Administrative Agent, to include, as of the first day of any applicable period, any acquisition closed during such period, including, without limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses incurred during such period calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent.

“Consolidated Interest Expense” means, with respect to the Company and its Subsidiaries and such amounts that are attributable to the Company in respect of the Excluded Subsidiaries for any period, the gross interest expense (including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to Interest Rate Contracts) of the Company and its Subsidiaries and such amounts that are attributable to the Company in respect of the Excluded Subsidiaries, all determined for such period on a Consolidated basis, without duplication, in accordance with GAAP.

“Consolidated Net Income” means, with respect to the Company and its Subsidiaries, for any period of determination, the net income (or loss) attributable to the Company for such period, including the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries except to the extent included pursuant to clauses (a) and (b) below, determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Net Income (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (b) below), in which the Company or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Company or any of its Subsidiaries by dividend or other distribution during such period and (b) the net income (if positive) of any Material Subsidiary that is a Domestic Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Company or any of its Subsidiaries of such net income is not during the entirety of any such period of determination permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute rule or governmental regulation applicable to such Subsidiary.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Funded Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

“Consolidated Total Funded Indebtedness” means, as of any date of determination with respect to the Company and its Subsidiaries on a Consolidated basis without duplication, the sum of the following calculated, and only to the extent set forth on their consolidated balance sheet as

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a liability, in accordance with GAAP (except such amounts shall be calculated at face value without giving effect to FASB ASC 825):

(a)    all indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b)    all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations under non-competition, earn-out or similar agreements to the extent the foregoing are characterized as indebtedness in accordance with GAAP), except trade payables arising in the ordinary course of business;

(c)    the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

(d)    all Consolidated Total Funded Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by the Company or any of its Subsidiaries (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the Company or any of its Subsidiaries or is limited in recourse;

(e)    all obligations of any such Person to redeem, repurchase, exchange or defease, with cash, any Capital Stock of such Person;

(f)    all Guaranty Obligations of any such Person; and

(g)    amounts advanced or otherwise paid (without duplication) to the Company or any of its Material Subsidiaries in connection with any Permitted Securitization;

less, the aggregate amount of “Consolidated Total Funded Indebtedness” described in clauses (a) through (g) above of any Material Subsidiary that is a Domestic Subsidiary whose net income is excluded from the calculation of “Consolidated Net Income” of the Company and its Subsidiaries during any applicable period of determination pursuant to clause (b) of the definition of “Consolidated Net Income”;

less the Unrestricted Cash as reflected on the Consolidated balance sheet of the Company (determined in accordance with GAAP) as of the last day of any applicable period of determination.

For all purposes hereof, the Consolidated Total Funded Indebtedness of any Person shall (a) exclude any of the foregoing obligations of any Excluded Subsidiary, except to the extent there is recourse for such obligation to the Company or any Subsidiary (other than an Excluded Subsidiary) and (b) include the Consolidated Total Funded Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Consolidated Total Funded Indebtedness is expressly made non-recourse to such Person or such Person’s sole material asset is its interest in such partnership or joint venture. For the avoidance of doubt, Consolidated Total Funded Indebtedness shall not include any obligations or liabilities arising under or in connection with any annuities, insurance policies, insurance contracts or any other similar agreements.

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“ Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Facility” means, collectively, the Revolving Credit Facility, the USD Revolving Credit Facility, the Swingline Facility, the Japanese Yen Facility and the L/C Facility.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debt Rating” means, as of any date of determination, either the Company’s counterparty credit rating as determined by S&P or any comparable rating as determined by any Alternative Ratings Source.

“ Debtor Relief Laws” means the Bankruptcy Code of the United States of America, 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.

“ Declaration of Trust” has the meaning assigned thereto in Section 13.10(a).

“Default” means any of the events specified in Section 11.1 which with the passage of time, the giving of notice or any other condition required by Section 11.1, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 4.16(h), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans, USD Revolving Credit Loans, Japanese Yen Loans or Swingline Loans, participations in or payments of L/C Obligations, participations in Japanese Yen Loans or participations in Swingline required to be funded by it hereunder within two Business Days of the date such Loans were required to be funded by it hereunder, in any such case within two (2) Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to unless such Lender notifies the Administrative Agent and the Company 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 over to the Administrative Agent, any Issuing Lender, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of participations in Japanese Yen Loans, Letters of Credit or Swingline Loans) within two (2) Business DayDays of the date when due, unless such amount is the subject of a good faith dispute, (c(b) has notified the Company, any other Borrower or, the Administrative Agent, any Issuing Lender or any Swingline Lender in

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writing that it does not intend to comply with any ofits funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations under this Agreement or under other agreements in which it commits or is obligated to extend credit, 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 Company), or (d) has become, or is insolvent orhas a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceeding, or has under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee or custodian appointed for it, or has taken any action in furtherance, administrator, assignee for the benefit of, creditors or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentsimilar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity or (eiii ) has 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 or ownership of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.16(h)) upon delivery of written notice of such determination to the Company, each Issuing Lender, each Swingline Lender and each Lender.

“Designated Borrower” has the meaning assigned thereto in the introductory paragraph hereto.

“Designated Borrower Notice” has the meaning assigned thereto in Section 2.9(b).

“Designated Borrower Request and Assumption Agreement” has the meaning assigned thereto in Section 2.9(b).

“Designated Borrower Maximum Borrowing Sublimit” means (a) with respect to BlackRock Group Limited, $1,500,000,000, or such other amount as the Borrowers have notified the Administrative Agent of by delivery of a Sublimit Notice, and1,000,000,000, (b) with respect to BlackRock Netherlands, $50,000,000 and (c) with respect to any additional Designated Borrower, (i)the amount reasonably determined by the Administrative Agent in consultation with the Company at the time such Subsidiary is added as a Designated Borrower pursuant to Section 2.9, the amount reasonably determined by the Administrative Agent in consultation with the Company and (ii) from time to time thereafter, such other amount as the Borrowers have notified the Administrative Agent of; provided that, the Designated Borrower Maximum Borrowing

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Sublimit may be increased from time to time by the Company pursuant to Section 2.9(a)(E); provided further, that, in each case, in the event there is a Defaulting Lender, the Designated Borrower Maximum Borrowing Sublimit shall be reduced by such Defaulting Lender’s Commitment Percentage for so long as such Lender is a Defaulting Lender. For the avoidance of doubt, upon any such Defaulting Lender being deemed cured in accordance with Section 4.16(h), by replacement of such Defaulting Lender pursuant to Section 4.14(b) or otherwise, the reduction of the Designated Borrower Maximum Borrowing Sublimit shall be of no further effect.

“Designated Borrower Sublimit” means, as to any Designated Borrower, the aggregate amount of Commitments available to such Borrower for borrowings under the Credit Facilities. As of the Amendment No. 10 Effective Date, the Designated Borrower Sublimit shall be $600,000,000, with respect to BlackRock Group Limited and $25,000,000, with respect to BlackRock Netherlands; provided that, the Company may modify such amount from time to time by deliverynotice to the Administrative Agent of a Sublimit Notice; provided in accordance with Section 2.9(a); provided further, that, in each case, in the event there is a Defaulting Lender, the Designated Borrower Sublimit shall be reduced by such Defaulting Lender’s Commitment Percentage for so long as such Lender is a Defaulting Lender. For the avoidance of doubt, upon any such Defaulting Lender being deemed cured in accordance with Section 4.16(h), by replacement of such Defaulting Lender pursuant to Section 4.14(b) or otherwise, the reduction of the Designated Borrower Sublimit shall be of no further effect.

“Dollar Amount” means (a) with respect to each Revolving Credit Loan made or continued (or to be made or continued), or Letter of Credit issued, increased or extended (or to be issued, increased or extended), in Dollars, the principal or face amount, as applicable, thereof, (b) with respect to each Revolving Credit Loan made or continued (or to be made or continued) or Letter of Credit issued, increased or extended (or to be issued, increased or extended) in an Alternative Currency, the amount of Dollars which is equivalent to the principal amount of such Revolving Credit Loan, or face amount of such Letter of Credit, as applicable, at the most favorable spot exchange rate for the applicable Borrower as determined by the Administrative Agent at approximately 11:00 a.m. (the time of the Administrative Agent’s Correspondent) two (2) Business Days before such Loan is made or continued (or to be made or continued) or Letter of Credit is issued, increased or extended (or to be issued, increased or extended) and (c) with respect to each Japanese Yen Loan made or continued (or to be made or continued), the amount of Dollars which is equivalent to the principal amount of such Japanese Yen Loan at the most favorable spot exchange rate for the applicable Borrower as determined by the Japanese Yen Lender at approximately 11:00 a.m. (Tokyo time) one (1) Business Day before such Japanese Yen Loan is made or continued (or to be made or continued). When used with respect to any other sum expressed in an Alternative Currency, “Dollar Amount” shall mean the amount of Dollars which is equivalent to the amount so expressed in such Alternative Currency at the most favorable spot exchange rate for the applicable Borrower as determined by the Administrative Agent or Japanese Yen Lender, as applicable, to be available to it at the relevant time.

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States.

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“Early Opt-in Election” means:

“EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority and subject to the Bail-In Legislation, (ii) any entity established in an EEA Member Country which is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated supervision with its parent.

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“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.

“Eighth Amendment Effective Date” means March 29, 2019, the date on which that certain Amendment No. 8 to Five-Year Revolving Credit Agreement became effective.

“ Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“ Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee” means (a) a Lender with respect to the applicable Credit Facility, (b) an Affiliate of a Lender with a commitment to the applicable Credit Facility and (c) any other Person (other than a natural person) approved by (i) the Administrative Agent and, solely with respect to the Revolving Credit Facility, each Swingline Lender and each Issuing Lender, and (ii) unless an Event of Default has occurred and is continuing, the Company (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Company or any of the Company’s Affiliates or Subsidiaries.

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is established or maintained by the Company or any Subsidiary or (b) with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, has at any time within the preceding six (6) years been established or maintained by the Company, any Subsidiary or any current or former ERISA Affiliate.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“EMU Legislation” means legislative measures of the Council of European Union for the introduction of, change over to or operation of the Euro.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

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“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with the Company is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Erroneous Payment” has the meaning assigned thereto in Section 12.10(a).

“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” means the single currency to which the Participating Member States of the European Union have converted.

“Eurodollar Reserve Percentage” means, for any day, with respect to any LIBOR Rate Loan denominated in Dollars, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) FRB for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means any of the events specified in Section 11.1; provided that any requirement for passage of time, giving of notice, or any other condition required by Section 11.1, has been satisfied.

“Excluded Subsidiary” shall mean (i) any investment fund or other investment vehicle which the Company or any of its Affiliates participates in as an investor (including for warehousing, seeding or other purposes), or acts for as a managing member, adviser, manager, co-manager or any comparable position, or any entity intended to be or becoming any of the foregoing (any such entity, an “Investment Fund”), (ii) any entity in which the Company or any of its Affiliates invests excess cash and which is not intended to be or become an operating subsidiary (any such entity, an “Investment Entity”), (iii) any Subsidiary of such Investment Fund or Investment Entity and (iv) any entity whose primary purpose is to acquire investments of any nature whatsoever pending their transfer to an Investment Fund. For the avoidance of doubt, each Excluded Subsidiary shall not be subject to any of the covenants contained in Article X hereof.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder; (a) taxes imposed on or measured by its overall net income or net profits (however

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denominated), and franchise taxes imposed on it (in lieu of income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located; (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company under Section 4.14(b)), (i) any United States withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) any withholding tax that is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.13(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 4.13(a); and (d) any Taxes imposed under FATCA. Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Borrower to any recipient hereunder or under any other Loan Document, unless such withholding tax is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.13(e).

“Existing Credit Agreement” means that certain Credit Agreement, dated as of August 22, 2007, by and among the Company, the lenders party thereto and ▇▇▇▇▇ Fargo Bank (successor by merger to Wachovia Bank, National Association) as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.

“Existing Shareholders” means The PNC Financial Services Group, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc., Barclays PLC and their respective Affiliates.

“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans and USD Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s L/C Obligations then outstanding, (iii) such Lender’s Revolving Commitment Percentage of the Japanese Yen Loans then outstanding and (iv) such Lender’s Revolving Commitment Percentage of the Swingline Loans then outstanding, or (b) the making of, or participation in, any Loan or participation in, or issuance, increase or extension of, any Letter of Credit by such Lender, as the context requires.

“FATCA” means Sections 1471 through 1474 of the Code (as of the date hereof) and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the U.S. Internal Revenue Service; provided that FATCA shall also include any amendments to Sections 1471 through 1474 of the Code if, as amended, FATCA continues to provide a mechanism to avoid the tax imposed thereunder by satisfying the information reporting and other requirements of FATCA.

“ FCA” has the meaning assigned thereto in Section 1.11.

“FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

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“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 of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letters” means the ▇▇▇▇▇/CGMI Fee Letter and the Agency Fee Letter.

“ Female Leadership Rate” means with respect to any Fiscal Year of the Company as reported under Code #FN-AC-330a.1 in the SASB Aligned Report, the ratio (stated as a percentage) of (i) the aggregate number of employees in a capacity as Director or Managing Director of the Company and its Subsidiaries on a global basis who identify as female as of the first day of the next succeeding Fiscal Year to (ii) the aggregate number of employees in a capacity as Director or Managing Director of the Company and its Subsidiaries on a global basis as of the first day of the next succeeding Fiscal Year.

“ Female Leadership Rate Target B” means, with respect to any Fiscal Year, the Female Leadership Rate Target B for such Fiscal Year as set forth in the Sustainability Table in Schedule 4.17.

“ Female Leadership Rate Threshold B” means, with respect to any Fiscal Year, the Female Leadership Rate Threshold B for such Fiscal Year as set forth in the Sustainability Table in Schedule 4.17.

“Fiscal Year” means the fiscal year of the Company and its Subsidiaries ending on December 31.

“ Floor” means, with respect to any Benchmark, the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to such Benchmark.

“Foreign Borrower” means a Borrower that is a Foreign Subsidiary.

“Foreign Lender” means, with respect to any Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which such 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.

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by a Borrower or any one or more of the Subsidiaries primarily for the benefit of employees of such Borrower or any Subsidiary residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination or severance of employment.

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“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“ FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronted Letter of Credit” means a standby Letter of Credit issued by an Issuing Lender having an L/C Fronting Commitment in which each Lender purchases a risk participation pursuant to Section 3.4.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Commitment Percentage of the outstanding L/C Obligations with respect to both Fronted Letters of Credit and Several Letters of Credit for which such Lender is a Participating Lender, other than any such 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, (b) with respect to any Swingline Lender, such Defaulting Lender’s Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to each applicable Swingline Lender shall have been provided in accordance with the terms hereof and (c) with respect to the Japanese Yen Lender, such Defaulting Lender’s Commitment Percentage of Japanese Yen Loans other than Japanese Yen Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Japanese Yen Lender shall have been provided in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, as in effect from time to time.

“German Borrower” means (a) any Borrower that is a resident for tax purposes in Germany and (b) any Borrower in respect of which written notice is given to the Administrative Agent (by the Company) prior to that Borrower becoming a Borrower hereunder that such Borrower is resident in Germany for German tax purposes.

“German Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:

(a)    lending through a Lending Office in Germany with which that Lender’s participation in the Loan is effectively connected; or

(b)    a Treaty Lender with respect to a German Borrower.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

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“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranteed Obligations” has the meaning assigned thereto in Section 14.1.

“Guaranteed Parties” means the Lenders, the Administrative Agent, the Issuing Lender, the Several Issuing Lenders, the Japanese Yen Lender, the L/C Agent, each Swingline Lender, each Indemnitee and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 12.5.

“Guarantor” means the Company in its capacity as guarantor under the Guaranty.

“Guaranty” means that the unconditional guaranty made by the Company under Article XIV in favor of the Guaranteed Parties.

“Guaranty Obligation” means, with respect to the Company and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise of any such Person entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, (f) which consist of underground or aboveground storage tanks, whether empty, filled or partially filled with any substance, or (g) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

“Hedging Agreement” means any agreement with respect to any Interest Rate Contract, forward rate agreement, commodity swap, forward foreign exchange agreement, currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, all as amended, restated, supplemented or otherwise modified from time to time.

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“ IBA” has the meaning assigned thereto in Section 1.11.

“Indebtedness” means, with respect to the Company and its Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP (except such amounts shall be calculated at face value without giving effect to FASB ASC 825):

(h)    all liabilities, obligations and indebtedness for borrowed money including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(i)    all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations under non-competition, earn-out or similar agreements to the extent the foregoing are characterized as indebtedness in accordance with GAAP), except trade payables arising in the ordinary course of business;

(j)    the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

(k)    all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by the Company or any of its Subsidiaries (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the Company or any of its Subsidiaries or is limited in recourse;

(l)    all Guaranty Obligations of any such Person;

(m)    all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person, other than such letters of credit, acceptances or similar extensions of credit that (i) do not support obligations for borrowed money and (ii) are not drawn upon (or, if drawn upon, are reimbursed within five (5) Business Days following payment thereof);

(n)    all obligations of any such Person to redeem, repurchase, exchange or defease, with cash, any Capital Stock of such Person; and

(o)    all Net Hedging Obligations.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person or such Person’s sole material asset is its interest in such partnership or joint venture. For the avoidance of doubt, Indebtedness shall not include any obligations or liabilities arising under or in connection with any annuities, insurance policies, insurance contracts or any other similar agreements.

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“Indemnified Taxes” means Taxes and Other Taxes other than Excluded Taxes and any UK Tax Deduction or German Tax Deduction excluded from gross-up by clause (i) or (ii) of Section 4.13(a).

“Indemnitee” has the meaning assigned thereto in Section 13.3(b).

“Interest Period” has the meaning assigned thereto in Section 4.1(b).

“Interest Rate Contract” means any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate collar agreement, interest rate option or any other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, restated, supplemented or otherwise modified from time to time.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Issuing Lender” means (a) in the case of Fronted Letters of Credit, each Revolving Credit Lender having an L/C Fronting Commitment, in its capacity as the issuer of any Fronted Letter of Credit, or any successor thereto and (b) in the case of Several Letters of Credit, the L/C Agent. References to “the Issuing Lender” herein shall mean “an Issuing Lender” or “the applicable Issuing Lender” or “such Issuing Lender” or “each Issuing Lender” or similar constructions, as the context may indicate.

“Japanese Base Rate” means, for any day, a rate per annum equal to the Japanese Prime Rate for such day; provided, that if such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Each change in the Japanese Base Rate shall become effective automatically as of the opening of business on the date of such change in the Japanese Base Rate, without prior written notice to the Company or the Lenders.

“Japanese Base Rate Loan” means any Japanese Yen Loan which bears interest at a rate determined by reference to the Japanese Base Rate.

“Japanese Prime Rate” means for any day a fluctuating rate per annum equal to the rate of interest in effect for such day as publicly announced by the Japanese Yen Lender from time to time as its “short prime rate” in Japan (it being understood that the same shall not necessarily be the best rate offered by the Japanese Yen Lender to customers).

“Japanese Yen” means, at any time of determination, the then official currency of Japan.

“Japanese Yen Amount” means, with respect to each Japanese Yen Loan made or continued (or to be made or continued) in Japanese Yen, the amount of such Japanese Yen which is equivalent to the principal amount in Dollars of such Japanese Yen Loan at the most favorable

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spot exchange rate for the Company as determined by the Japanese Yen Lender to be available to it at approximately 11:00 a.m. (Tokyo time) two (2) Business Days before such Loan is made or continued (or to be made or continued). When used with respect to any other sum expressed in Dollars, “Japanese Yen Amount” shall mean the amount of such Japanese Yen which is equivalent to the amount so expressed in Dollars at the most favorable spot exchange rate for the Company as determined by the Japanese Yen Lender to be available to it at the relevant time.

“Japanese Yen Commitment” means the lesser of (a) Forty Five Million Dollars ($45,000,000) and (b) the Aggregate Revolving Commitments.

“Japanese Yen Facility” means the Japanese Yen facility established pursuant to Section 2.2. The Japanese Yen Facility is a part of, and not in addition to, the Revolving Credit Facility.

“Japanese Yen Lender” means Sumitomo Mitsui Banking Corporation, in its capacity as Japanese Yen Lender hereunder, or successor thereto in accordance with Section 12.9.

“Japanese Yen Loan” means any revolving credit loan made by the Japanese Yen Lender to the Company pursuant to Section 2.2 and “Japanese Yen Loans” means all such Japanese Yen Loans, collectively, as the context requires.

“Japanese Yen Note” means a promissory note made by the applicable Borrower in favor of the Japanese Yen Lender evidencing the Japanese Yen Loans made by the Japanese Yen Lender, substantially in the form of Exhibit A-2, and any amendments, supplements and modifications thereto, any substitutes therefor and any replacements, restatements, renewals or extension thereof, in whole or in part.

“KPI Metric” means each of the (a) Black, African American, Hispanic and Latino Employment Rate, (b) Female Leadership Rate and (c) Sustainable Investing AUM Amount.

“L/C Agent” means ▇▇▇▇▇ Fargo, in its capacity as letter of credit administrator for the issuance of Several Letters of Credit hereunder and in its capacity as the fronting bank for Participating Lenders who have provided a Participating Notice with respect to any applicable Several Letter of Credit, or any successor thereto.

“L/C Commitment” means an amount equal to the Aggregate Revolving Commitment then in effect.

“L/C Facility” means the letter of credit facility established pursuant to Article III. The L/C Facility is part of, and not in addition to, the Revolving Credit Facility.

“L/C Fronting Commitment” means, as to any Issuing Lender, the obligation of such Issuing Lender to issue Fronted Letters of Credit for the account of the Borrower from time to time in an aggregate amount up to the amount set forth opposite the name of each such Issuing Lender on Schedule 1.1(b) or such greater amount (but not in excess of the L/C Commitment) as is agreed to by such Issuing Lender, in its sole discretion, from time to time after request by the Company.

“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate

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amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5. For purposes of determining the L/C Obligations held by any Lender, a Lender shall be deemed to hold an amount equal to the sum of (i) the aggregate amount of each Lender’s direct obligation in respect of the undrawn portion of all outstanding Several Letters of Credit (or, if a Participating Lender, its risk participation in Several Letters of Credit with respect to which it is a Participating Lender), (ii) its risk participation in respect of the undrawn portion of all outstanding Fronted Letters of Credit, and (iii) its Revolving Commitment Percentage of the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” means (a) in the case of Fronted Letters of Credit, the collective reference to all the Revolving Credit Lenders other than the Issuing Lender and (b) in the case of Several Letters of Credit, the collective reference to all the Participating Lenders.

“Lender” means each Person executing this Agreement as a Lender (including, without limitation, the Japanese Yen Lender, the Issuing Lender, the L/C Agent, the Several Issuing Lenders and the Swingline Lenders unless the context otherwise requires) set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 13.10.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“Letter of Credit Application” means an application, in the form attached hereto as Exhibit K requesting the Issuing Lender to issue a Letter of Credit, as such Exhibit may be amended or modified from time to time by the Administrative Agent in its reasonable discretion with the consent of the Company.

“Letters of Credit” means a collective reference to the standby letters of credit issued pursuant to Section 3.1.

“LIBOR” means, subject to the implementation of a Benchmark Replacement in accordance with Section 4.10(c):

(a)     with respect to any Extension of Credit denominated in a LIBOR Quoted Currency, the rate of interest per annum determined on the basis of the rate for deposits in Dollars or the applicable Alternative Currency in minimum amounts of at least $5,000,000 or the applicable Alternative Currency Amountthe relevant currency for a period equal to the applicable Interest Period which appears on the Reuters Page LIBOR01, or its successor page as published by the ICE Benchmark Administration Limited, a United Kingdom company (or any other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) on the Rate Determination Date. If, for any reason, such rate is not so published, then “LIBOR ” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on the Rate Determination Date for a period equal to such Interest Period;

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(b)     with respect to any Extension of Credit denominated in a Non-LIBOR Quoted Currency, the rate designated with respect to such currency at the time such currency is approved by the Administrative Agent and the Lenders in accordance with the terms hereof; and

(c)    for any interest rate calculation with respect to a Base Rate Loan on any date, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) as published by ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) two (2) on such date of determination, or, if such date is not a Business Days prior toDay, then the first day of the applicable Interest Period (rounded to the nearest 1/100th of 1%) immediately preceding Business Day. If, for any reason, such rate doesis not appear on Reuters Page LIBOR01, or its successor page, so published then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 or the applicable Alternative Currency Amount would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Periodon such date of determination for a period equal to one month commencing on such Interest Perioddate of determination.

Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, (i) if LIBOR (including, without limitation, any Benchmark Replacement with respect thereto) shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (ii) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 4.10(c), in the event that a Benchmark Replacement with respect to LIBOR is implemented then all references herein to LIBOR shall be deemed references to such Benchmark Replacement.

“LIBOR Market Index Rate” means, subject to the implementation of a Benchmark Replacement in accordance with Section 4.10(c), for any day, the rate forof interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one (1) month U.S. Dollar deposits as reported on Reuters Page LIBOR01(commencing on the date of determination of such interest rate) as published by ICE Benchmark Administration Limited, a United Kingdom company, or itsa comparable or successor page, as ofquoting service approved by the Administrative Agent, at approximately 11:00 a.m., (London time,) on such daydate of determination, or, if such daydate is not a Business Day, then the immediately preceding Business Day (or if. If, for any reason, such rate is not so reported, published then asthe LIBOR Market Index Rate shall be determined by the Administrative Agent from another recognized source or interbank quotation); provided, that if such rate to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.

Each calculation by the Administrative Agent of the LIBOR Market Index Rate shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, (i) if the LIBOR Market Index Rate (including, without limitation, any Benchmark Replacement with respect thereto) shall be less than zero, such rate shall be deemed to be zero for purposes of this

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Agreement and (ii) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 4.10(c), in the event that a Benchmark Replacement with respect to the LIBOR Market Index Rate is implemented then all references herein to the LIBOR Market Index Rate shall be deemed references to such Benchmark Replacement.

“ LIBOR Quoted Currency” means each of the following currencies: Dollars, Euro, Pounds Sterling and Japanese Yen; in each case, as long as there is a published rate with respect thereto in the London interbank market and subject to the implementation of a Benchmark Replacement in accordance with Section 4.10(c) .

“LIBOR Rate” means:

(a)    with respect to any LIBOR Rate Loan denominated in Dollars, a rate per annum (rounded to the nearest 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

and

(b)    with respect to any LIBOR Rate Loan denominated in an Alternative Currency, a rate per annum (rounded to the nearest 1/100th of 1%) equal to LIBOR.

“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 4.1(a).

“Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance in the nature of security of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Loan Documents” means, collectively, this Agreement, each Designated Borrower Request and Assumption Agreement, each Note and, subject to Section 13.22, the Letter of Credit Applications, all as may be amended, restated, supplemented or otherwise modified from time to time.

“Loans” means the collective reference to the Revolving Credit Loans, the USD Revolving Credit Loans, the Japanese Yen Loans and the Swingline Loans and “Loan” means any of such Loans.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“Mandatory Cost Rate” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 1.1 hereto.

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“Material Adverse Effect” means a material adverse effect on (a) the business, operations or financial condition of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to perform its obligations under the Loan Documents.

“Material Subsidiary” means (a) any Designated Borrower with outstanding Loans or Letters of Credit or requests for the same and (b) any Subsidiary of the Company that, as of any date of determination, either (i) accounts for ten percent (10%) or more of the revenue of the Company on a Consolidated basis or (ii) owns assets in excess of ten percent (10%) of the total assets of the Company on a Consolidated basis, in each case as determined by reference to the Company’s most recently completed annual audited financial statements and on a consistent basis with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended.

“Maturity Date” means the earliest to occur of (a) March 31, 20252026 (as such date may be extended with respect to consenting Lenders pursuant to Section 2.10), (b) the date of termination by the Company pursuant to Section 2.6, or (c) the date of termination pursuant to Section 11.2(a).

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

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding six (6) years.

“Net Hedging Obligations” means, as of any date, in respect of any Hedging Agreement, the Termination Value of any such Hedging Agreement on such date.

“Non-Consenting Lender” means any Lender that (a) has not consented to any proposed amendment, modification, waiver or termination of any Loan Document which, pursuant to Section 13.2, requires the consent of such Lender and with respect to which the Required Lenders shall have granted their consent, (b) has objected to an increase or reinstatement of a Designated Borrower Maximum Borrowing Sublimit requested by the BorrowersCompany pursuant to a Sublimit Notice or (c) constitutes a Non-Consenting Lender with respect to any requested extension of the Maturity Date pursuant to Section 2.10.

“ Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.

“Notes” means the collective reference to the Revolving Credit Notes, the USD Revolving Credit Notes, the Japanese Yen Note and the Swingline Notes.

“Notice of Account Designation” has the meaning assigned thereto in Section 2.4(g).

“Notice of Borrowing” has the meaning assigned thereto in Section 2.4(a).

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 4.2.

“Notice of Prepayment” has the meaning assigned thereto in Section 2.5(c).

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“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Borrowers to the Lenders or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Officer’s Compliance Certificate” means a certificate of the chief financial officer, the head of business finance or the treasurer of the Company substantially in the form of Exhibit F.

“Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning assigned thereto in Section 13.10(d).

“Participating Lender” means, from time to time, with respect to Several Letters of Credit identified in the relevant Participating Notice, a Lender that has provided a Participating Notice indicating that it is unable to issue such Letter of Credit due to regulatory restrictions or other legal impediments based on its relationship to the beneficiary. On the Closing Date, there are no Participating Lenders.

“Participating Member State” means each state so described in any EMU Legislation.

“Participating Notice” means a written notice delivered by a Lender to the Company, the Administrative Agent and the L/C Agent to the effect that such Lender is a Participating Lender with respect to any potential (or previously issued but to be amended) Several Letter of Credit and stating the basis for such status.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Pension Plan” means any Employee Benefit Plan or Foreign Pension Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained for the employees of Company or any ERISA Affiliates or (b) has at any time within the preceding six (6) years been maintained for the employees of Company or any of its current or former ERISA Affiliates.

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“Permitted Currency” means (a) Dollars, (b) Japanese Yen, (c) Pounds Sterling, (d) Euros, and (e) any other currency agreed upon by the Borrower, the Administrative Agent and all of the Lenders.

“Permitted Liens” means the Liens permitted pursuant to Section 10.1.

“Permitted Securitization” shall mean any sales or other transfers from time to time by the Company or its Material Subsidiaries of all or any portion of its receivables in one or more securitization transactions.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pounds Sterling” means, at any time of determination, the then official currency of the United Kingdom of Great Britain and Northern Ireland.

“ Pricing Certificate” means a certificate substantially in the form of Exhibit M executed by a Responsible Officer of the Company and attaching a true and correct copy of the SASB Aligned Report for the most recently ended Fiscal Year and setting forth the Sustainability Fee Adjustment and the Sustainability Rate Adjustment resulting therefrom.

“ Pricing Certificate Inaccuracy” has the meaning specified in Section 4.17(d).

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by ▇▇▇▇▇ Fargo as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by ▇▇▇▇▇ Fargo as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“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.

“Rate Determination Date” means, with respect to any Interest Period, 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 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).

“Reference Time” with respect to any setting of any then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two (2) London Banking Days preceding the date of such setting, (2) if such Benchmark is the London interbank offered rate for a LIBOR Quoted Currency (other than Dollars), 11:00 a.m. (London time) on the applicable Rate Determination Date, and (3) otherwise, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning assigned thereto in Section 13.10(c).

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“Reimbursement Obligation” means the obligation of the Company to reimburse the Issuing Lender and the Several Issuing Lenders pursuant to Section 3.5 for amounts drawn under Letters of Credit.

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

“Relevant Governmental Body” means, with respect to any given Benchmark Replacement, (a) the central bank for the currency in whichapplicable to such Benchmark Replacement is denominated or any central bank or other supervisor whichthat is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (i) the central bank for the currency in whichapplicable to such Benchmark Replacement is denominated, (ii) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (iii) a group of those central banks or other supervisors or (iv) the Financial Stability Board or any part thereof.

“Required Lenders” means, at any date, any combination of Lenders who hold in aggregate more than fifty percent (50%) of the Aggregate Commitment or, if the Credit Facility has been terminated pursuant to Section 11.2, any combination of Lenders holding more than fifty percent (50%) of the aggregate Extensions of Credit (with the aggregate amount of each Lender’s risk participation in Japanese Yen Loans, Swingline Loans and L/C Obligations being deemed to be “held” by such Lender for the purposes of this definition); provided that the Commitment of, and the portion of the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

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

“Responsible Officer” means, with respect to any Borrower, the chief executive officer, president, chief financial officer, chief accounting officer, head of business finance or treasurer of such Borrower or any other officer of such Borrower proposed by such Borrower and reasonably acceptable to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of such Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower .

“Revolving Commitment Percentage” means, as to any Revolving Credit Lender at any time with respect to the Revolving Credit Facility, the ratio of (a) the Revolving Credit Commitment of such Revolving Credit Lender to (b) the aggregate Revolving Credit Commitments of all Revolving Credit Lenders.

“Revolving Credit Commitment” means (a) as to any Revolving Credit Lender, that portion of the Commitment of such Revolving Credit Lender under the Revolving Credit Facility and (b) as to all Revolving Credit Lenders, the aggregate Commitments of all Revolving Credit Lenders under the Revolving Credit Facility, as such amount may be reduced, increased or otherwise

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modified at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of each Lender is set forth opposite such Lender’s name on Schedule 1.1(b) or in the Register (giving effect to any Assignment and Assumption), as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Facility” has the meaning assigned thereto in Section 2.1(a).

“Revolving Credit Lender” means any Lender with a Commitment to make Revolving Credit Loans hereunder.

“Revolving Credit Loans” means any revolving loan made to any Borrower pursuant to Section 2.1(a), and all such revolving loans collectively as the context requires.

“Revolving Credit Note” means a promissory note made by the applicable Borrower in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form of Exhibit A-1, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“S&P” means Standard & Poor’s Financial Services LLC, a part of ▇▇▇▇▇▇-▇▇▇▇ Financial and any successor thereto.

“Sanctioned Country” means at any time a country, region or territory that is, or whose government is, the subject of comprehensive Sanctions (including, without limitation, Cuba, Crimea, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned 50% or more or controlled by any such Person or Persons described in clauses (a) and (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. Government (including those administered by OFAC), the European Union, Her Majesty’s Treasury or the United Nations Security Council.

“ SASB Aligned Report” means an annual report prepared by the Company that is aligned to the Sustainability Accounting Standards Board (“SASB ”) framework for Asset Management and Custody Activities or equivalent standards setting forth the results for each KPI Metric for any given Fiscal Year of the Company, commencing with the publicly available annual report covering 2021.

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

“Securities Lending Indemnification Losses” means any loss to the Company or any of its Subsidiaries resulting from the indemnification of certain of its or their lending clients against a collateral shortfall arising from a counterparty’s default under a securities lending agreement

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entered into by the Company or any of its Subsidiaries as agent on behalf of its or their lending clients, provided, however, that the securities loan counterparty was rated investment grade by any of the following three rating agencies at the time the loan was entered into or last rolled: S&P, ▇▇▇▇▇’▇ or ▇▇▇▇▇ Ratings.

“Several Issuing Lender” means, with respect to any Several Letter of Credit, each Revolving Credit Lender other than a Participating Lender with respect to such Several Letter of Credit.

“Several Letter of Credit” means a standby Letter of Credit issued severally by or on behalf of the Several Issuing Lenders pursuant to which the Several Issuing Lenders are severally liable for payment to the beneficiary, and pursuant to which any Participating Lender shall have a participation obligation therein to the L/C Agent, each of which such standby letters of credit shall be substantially in the form of Exhibit H or in such other form consistent with the second proviso to Section 3.1(d) as may be agreed by the Company and the L/C Agent.

“ SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“ SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“ SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Jurisdictions” means England and Wales, Germany, Belgium, Denmark, Finland, Ireland, Luxembourg, Netherlands and Switzerland.

“Sublimit Notice” has the meaning assigned thereto in Section 2.1(a).

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power 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 by or the management is otherwise controlled, directly or indirectly, by such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency); provided, however, that a Subsidiary shall not include any Excluded Subsidiary. Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Company.

“Sustainability Structuring Agents” means ▇▇▇▇▇ Fargo Securities, LLC and Citigroup Global Markets, Inc. or such other entities appointed to such role in accordance with Section 4.17(h).

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“ Sustainability Fee Adjustment” means, with respect to any SASB Aligned Report for any Fiscal Year, an amount, expressed as a percentage, equal to +0.01%, 0% or -0.01%, as the case may be, in each case for such Fiscal Year, as set forth in Annex B of Exhibit M.

“ Sustainability Pricing Adjustment Date” has the meaning specified in Section 4.17(a).

“ Sustainability Rate Adjustment” with respect to any SASB Aligned Report for any Fiscal Year, an amount, expressed as a percentage, equal to +0.05%, 0% or -0.05%, as the case may be, in each case for such Fiscal Year, as set forth in Annex B of Exhibit M.