Exhibit 10.1


 





Execution
Version


 


REFINANCING
AMENDMENT NO. 4 (this “Refinancing Amendment”), dated as of March 15, 2021, to that certain Credit Agreement
dated as of June 16, 2016 (as amended by Refinancing Amendment No. 1 dated as of March 21, 2017, Refinancing Amendment No. 2 dated
as of June 7, 2017 and Refinancing Amendment No. 3 dated as of April 3, 2018 and as further amended, restated, supplemented or
otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing
Credit Agreement as amended by the Refinancing Amendment, the “Credit Agreement”) among KFC Holding Co. (the
 “Lead Borrower”), Pizza Hut Holdings, LLC and Taco Bell of America, LLC, as co-Borrowers (each, a “Borrower”
and together with the Lead Borrower, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as Collateral Agent, Swing Line Lender, an L/C Issuer and Administrative Agent (the “Administrative
Agent”) for the Lenders.


 


WHEREAS,
pursuant to Section 2.14 of the Existing Credit Agreement, the Borrowers have requested (x) Incremental Term Loans in the form
of Refinancing Term Loans (the “2021 Term B Loans”) in an aggregate principal amount not exceeding $1,915,922,250.00,
the proceeds of which shall be used to refinance, in full (together with a portion of the proceeds of the Refinancing Term A Loans
substantially concurrently with the effectiveness of this Refinancing Amendment), and extend the maturity with respect to, the
Term B Loans outstanding on the Amendment Effective Date before giving effect to this Refinancing Amendment (the “Existing
Term B Loans”), (y)(i) Incremental Term Loans in the form of Refinancing Term Loans (the “Refinancing Term
A Loans”) in an aggregate principal amount not exceeding $431,250,000.00, the proceeds of which shall be used to refinance,
in full (concurrently with the effectiveness of this Refinancing Amendment), the Term A Loans outstanding on the Amendment Effective
Date before giving effect to this Refinancing Amendment (the “Existing Term A Loans”) and (ii) to increase
the aggregate principal amount of the Term A Loans (such additional Term A Loans, the “Incremental Term A Loans”
and, together with the Refinancing Term A Loans, the “New Term A Loans”) in an aggregate principal amount not
exceeding $318,750,000.00 and (z)(i) Incremental Revolving Credit Commitments in the form of Refinancing Revolving Credit Commitments
(the “Refinancing Revolving Credit Commitments”; the loans thereunder “Refinancing Revolving Credit
Loans”) in an aggregate commitment amount not exceeding $1,000,000,000.00, which shall be used to refinance and replace
in full (concurrently with the effectiveness of this Refinancing Amendment) the Revolving Credit Commitments outstanding before
giving effect to this Amendment (the “Existing Revolving Credit Commitments”; the loans thereunder outstanding
on the Amendment Effective Date before giving effect to this Refinancing Amendment (if any), the “Existing Revolving
Credit Loans” and, together with the Existing Term B Loans and Existing Term A Loans, the “Existing Loans”)
and (ii) to increase the aggregate commitment amount of Revolving Credit Commitments (such additional Revolving Credit Commitments,
the “Incremental Revolving Credit Commitments” and, together with the Refinancing Revolving Credit Commitments,
the “New Revolving Credit Commitments” and, together with the 2021 Term B Loans and New Term A Loans, the “New
Loans”) in an aggregate principal amount not exceeding $250,000,000.00;


 


WHEREAS,
each existing Term B Lender (each, an “Existing Term B Lender”) that executes and delivers a signature page
to this Refinancing Amendment in the form of Annex 



     


     


    

I
hereto (a “Lender Addendum”) will thereby (i) agree to the terms of this Refinancing Amendment and (ii) agree
to continue all (or such lesser amount as the Lead Arrangers may allocate) of its Existing Term B Loans outstanding on the Amendment
Effective Date as 2021 Term B Loans (such continued Existing Term B Loans, the “Continued Term B Loans” and
all such Lenders, collectively, the “Continuing Term B Lenders”; the Existing Term B Lenders that are not Continuing
Term B Lenders, collectively, the “Non-Continuing Term B Lenders”) in a principal amount equal to the aggregate
principal amount of its Existing Term B Loans (or such lesser amount as the Lead Arrangers may allocate);


 


WHEREAS,
each Person (other than a Continuing Term B Lender in its capacity as such) that agrees to make 2021 Term B Loans (collectively,
the “Additional Term B Lenders”) will make 2021 Term B Loans to the Borrowers on the Amendment Effective Date
(the “Additional Term B Loans”) in an amount equal to its Additional Term B Commitment (defined below);


 


WHEREAS,
the Continuing Term B Lenders and the Additional Term B Lenders (collectively, the “2021 Term B Lenders”) are
severally willing to continue their Existing Term B Loans as 2021 Term B Loans and/or to make Additional Term B Loans as 2021
Term B Loans, as the case may be, subject to the terms and conditions set forth in this Refinancing Amendment;


 


WHEREAS,
the Persons holding New Term A Commitments (as defined below) (the “New Term A Lenders”) are severally willing
to make New Term A Loans on the Amendment Effective Date in an aggregate amount equal to their New Term A Commitment, subject
to the terms and conditions set forth in this Amendment;


 


WHEREAS,
the Persons holding New Revolving Credit Commitments (the “New Revolving Credit Lenders” and the New Revolving
Credit Lenders together with the 2021 Term B Lenders and the New Term A Lenders, the “New Lenders”) are severally
willing to make New Revolving Credit Commitments available to the Borrowers on the Amendment Effective Date in an aggregate commitment
amount equal to their New Revolving Credit Commitments, subject to the terms and conditions set forth in this Amendment;


 


WHEREAS,
pursuant to Sections 2.14(d) and 10.01 of the Credit Agreement, the New Lenders have agreed to make modifications to the Existing
Credit Agreement, including to effect the terms of the 2021 Term B Loans, the New Term A Loans and the New Revolving Credit Commitments
as set forth below;


 


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


 


SECTION
1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit
Agreement.


 


SECTION
2. 2021 Term B Loans.



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(a)
        Subject to the terms and conditions set forth herein, each Continuing Term B Lender
(i) severally agrees to continue all (or such lesser amount as the Lead Arrangers may allocate) of its Existing Term B Loans as
2021 Term B Loans in a principal amount equal to the principal amount of its Existing Term B Loans (or such lesser amount as the
Lead Arrangers may allocate; any such principal amount of Existing Term B Loans not allocated by the Lead Arrangers to continue
as 2021 Term B Loans, the “Non-Allocated Existing Term Loans”) and (ii) shall be deemed for the purpose of
the Credit Agreement to have made a 2021 Term B Loan in an aggregate principal amount equal to the aggregate principal amount
of its Existing Term B Loans minus the principal amount of its Non-Allocated Existing Term Loans (if any) on the Amendment
Effective Date.


 


(b)
        Subject to the terms and conditions set forth herein, each Additional Term B Lender
severally agrees to make a 2021 Term B Loan to the Borrowers on the Amendment Effective Date in a principal amount equal to its
Additional Term B Commitment, which amount shall be made available to the Administrative Agent in immediately available funds
in accordance with the Credit Agreement. The “Additional Term B Commitment” of any Additional Term B Lender
will be the amount set forth opposite such Additional Term B Lender’s name on Schedule 1 hereto. On the Amendment Effective
Date, the proceeds of the Additional Term B Loans shall be applied to prepay the Existing Term B Loans of the Non-Continuing Term
B Lenders and the Non-Allocated Existing Term Loans of the Continuing Term B Lenders. The Additional Term B Commitments of the
Additional Term B Lenders will be automatically and permanently reduced to $0 upon the funding of the Additional Term B Loans
on the Amendment Effective Date.


 


(c)
        On the Amendment Effective Date, (i) each Non-Continuing Term B Lender shall have its
Existing Term B Loans prepaid in full, and the Borrowers shall pay to each Non-Continuing Term B Lender all accrued and unpaid
interest on, and premiums and fees related to, such Non-Continuing Term B Lender’s Existing Term B Loans to, but not including,
the Amendment Effective Date; and (ii) each Continuing Term B Lender with Non-Allocated Existing Term Loans shall have its Non-Allocated
Existing Term Loans prepaid in full, and the Borrowers shall pay to each such Continuing Term B Lender all accrued and unpaid
interest on, and premiums and fees related to, such Continuing Term B Lender’s Non-Allocated Existing Term Loans to, but
not including, the Amendment Effective Date.


 


(d)
        For the avoidance of doubt, on and after the Amendment Effective Date, (i) the 2021
Term B Loans shall constitute a single Class of Loans under the Credit Agreement; (ii) the 2021 Term B Lenders shall constitute
a single Class of Lenders under the Credit Agreement, (iii) each reference in the Credit Agreement to “Term B Loans”
shall be deemed a reference to the 2021 Term B Loans, and each reference to “Term B Lenders” shall be deemed a reference
to the 2021 Term B Lenders.


 


(e)
        The 2021 Term B Loans shall mature on the seventh anniversary of the Amendment Effective
Date.


 


(f)
         Each 2021 Term B Lender agrees to the amendments to the Existing Credit Agreement set
forth in Annex I hereto.





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SECTION
3. New Term A Loans and New Revolving Credit Commitments.


 


(a)
Subject to the terms and conditions set forth herein, each New Term A Lender severally agrees to make a New Term A Loan to the
Borrowers on the Amendment Effective Date in a principal amount equal to its New Term A Commitment, which shall be made available
to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “New Term A Commitment”
of any New Term A Lender will be the amount set forth opposite such New Term A Lender’s name on Schedule 1 hereto. On the
Amendment Effective Date, the proceeds of the New Term A Loans consisting of (i) Refinancing Term A Loans shall be applied to
prepay in full the Existing Term A Loans and (ii) Incremental Term A Loans shall be applied to prepay a portion of the Existing
Term B Loans, to pay accrued interest and fees under the Existing Credit Agreement, to pay fees and expenses in connection with
the transactions contemplated hereby and for general corporate purposes. The New Term A Commitments of the New Term A Lenders
will be automatically and permanently reduced to $0 upon the funding of the New Term A Loans on the Amendment Effective Date.


 


(b)
Subject to the terms and conditions set forth herein, each New Revolving Credit Lender severally agrees to make New Revolving
Credit Commitments available to the Borrowers on the Amendment Effective Date in an aggregate commitment amount equal to the amount
set forth opposite such New Revolving Credit Lender’s name on Schedule 1 hereto. On the Amendment Effective Date, the New
Revolving Credit Commitments shall replace in full the Existing Revolving Credit Commitments. Each Swing Line Lender and L/C Issuer
acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately
following the effectiveness hereof. Each Letter of Credit issued under the Existing Credit Agreement shall be deemed issued under
the Credit Agreement following the effectiveness hereof.


 


(c)
On the Amendment Effective Date, (i) each existing Term A Lender (immediately prior to giving effect to the transactions herein)
(each, an “Existing Term A Lender”) shall have its Existing Term A Loans prepaid in full, (ii) the Borrowers
shall pay to each Existing Term A Lender all accrued and unpaid interest on and fees related to the Existing Term A Loans to,
but not including, the Amendment Effective Date and (iii) all outstanding Revolving Credit Loans (including any Swing Line Loan)
shall be prepaid in full, and the Existing Revolving Credit Commitments terminated and the Borrowers shall pay to each existing
Revolving Credit Lender (immediately prior to giving effect to the transactions herein) all accrued and unpaid interest on and
fees related to the outstanding Revolving Credit Loans and Existing Revolving Credit Commitments to, but not including, the Amendment
Effective Date.


 


(d)
For the avoidance of doubt, on and after the Amendment Effective Date, (i) each of the New Term A Loans and the New Revolving
Credit Commitments shall each constitute a single Class of Loans or Commitments, as applicable, under the Credit Agreement; (ii)
each of the New Term A Lenders and the New Revolving Credit Lenders shall each constitute a single Class of Lenders under the
Credit Agreement; (iii) each reference in the Credit Agreement to “Term A Loans” shall be deemed a reference to the
New Term A Loans, and each reference to “Term A Lenders” shall be deemed a reference to the New Term A Lenders; and
(iv) each reference in the Credit Agreement to “Revolving Credit Loans” shall be deemed a 



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reference
to the New Revolving Credit Loans, each reference to “Revolving Credit Commitments” shall be deemed a reference to
the New Revolving Credit Commitments and each reference to “Revolving Credit Lenders” shall be deemed a reference
to the New Revolving Credit Lenders.


 


(e)
On the Amendment Effective Date, (i) the New Revolving Credit Lenders constitute all of the Revolving Credit Lenders under the
Credit Agreement and (ii) the New Term A Lender constitute all of the Term A Lenders under the Credit Agreement, and each such
Lender hereby agrees and consents to the amendments to the Existing Credit Agreement set forth in Annex I to this Refinancing
Amendment.


 


SECTION
4. Amendments to the Credit Agreement. In accordance with Section 2.14(d) and Section 10.01 of the Credit Agreement and effective
as of the Amendment Effective Date, (a) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to
add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Annex II hereto and (b) Exhibit D to the Credit
Agreement shall be replaced in its entirety with the form of Compliance Certificate attached as Annex III hereto.


 


SECTION
5. Representations and Warranties. To induce the other parties hereto to enter into this Refinancing Amendment, each Loan
Party represents and warrants that:


 


(a)
        As of the Amendment Effective Date, this Refinancing Amendment has been duly executed
and delivered by each Loan Party that is party thereto. This Refinancing Amendment constitutes a legal, valid and binding obligation
of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability
may be limited by Debtor Relief Laws and by general principles of equity.


 


(b)
        The representations and warranties of the Companies and each other Loan Party contained
in Article 5 of the Credit Agreement, or any other Loan Document, shall be true and correct in all material respects on and as
of the Amendment Effective Date; provided that, to the extent that such representations and warranties specifically refer
to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided,  further,
that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect”
or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective
dates.


 


(c)
        As of the Amendment Effective Date no Default shall exist, or would result from the
transactions contemplated hereby or from the application of the proceeds therefrom.


 


SECTION
6. Amendment Effective Date. This Refinancing Amendment shall become effective as of
the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:





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(a)
        The Administrative Agent shall have received (i) a counterpart signature page of this
Refinancing Amendment duly executed by each of the Loan Parties and the Administrative Agent and (ii) a Lender Addendum or a counterpart
to this Refinancing Amendment, as applicable, executed and delivered by each New Lender (who shall constitute 100% of the Lenders
under the Credit Agreement (as determined after giving effect to the making of the New Loans and effectiveness of the New Revolving
Credit Commitments and the refinancings of the Existing Loans and Existing Revolving Credit Commitments contemplated hereby).


 


(b)
        The representations and warranties set forth in Section 5 of this Refinancing Amendment
shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received
a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date
and signed by a Responsible Officer of the Lead Borrower, certifying as to such representations and warranties.


 


(c)
        The Administrative Agent shall have received an opinion from each of Mayer Brown LLP,
U.S. counsel to the Loan Parties and in-house corporate counsel of Parent, in each case, in form and substance reasonably satisfactory
to the Administrative Agent.


 


(d)
        The Administrative Agent shall have received a Committed Loan Notice in respect of the
2021 Term B Loans, New Term A Loans and any New Revolving Credit Loans.


 


(e)
        The Administrative Agent shall have received (x) a notice of mandatory prepayment of
the Existing Term B Loans and Existing Term A Loans pursuant to Section 2.05(b)(v) of the Credit Agreement and (y) a notice of
prepayment of the Existing Revolving Credit Loans and termination of the Existing Revolving Credit Commitments pursuant to Section
2.06 of the Credit Agreement.


 


(f)
        The Administrative Agent shall have received a certificate signed by a Responsible Officer
of the Lead Borrower designating the 2021 Term B Loans and New Term A Loans as Refinancing Term Loans and the New Revolving Credit
Commitments as Refinancing Revolving Credit Commitments.


 


(g)
        The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan
Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement
and each other applicable Loan Document, all in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.


 


(h)
        The Borrowers shall have paid all fees and amounts due and payable pursuant to this
Refinancing Amendment and/or any letter agreements or fee letters by and between the Borrowers and the Lead Arrangers (collectively,
 “Engagement Letters”), including, to the extent evidenced by a written invoice, reimbursement or payment of
documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses
of the Administrative Agent and the Lead 



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Arrangers
required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letters.


 


(i)
        The Administrative Agent and the Lead Arrangers shall have received at least one (1)
Business Day prior to the Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors
as has been reasonably requested in writing at least three (3) Business Days prior to the Amendment Effective Date by the Administrative
Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the
Beneficial Ownership Regulation.


 


(j)
        The prepayment of (i) (A) the Existing Term B Loans of the Non-Continuing Term B Lenders
and (B) the Non-Allocated Existing Term Loans of the Continuing Term B Lenders, (ii) the Existing Term A Loans and (iii) the Existing
Revolving Credit Loans, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation)
of the New Loans and New Revolving Credit Commitments, shall be consummated, in each case with all accrued and unpaid interest
on, and premiums and fees related to, the Existing Loans and Existing Revolving Credit Commitments to, but not including, the
Amendment Effective Date.


 


The
Administrative Agent shall notify the Borrowers and the New Lenders of the Amendment Effective Date and such notice shall be conclusive
and binding.


 


SECTION
7. Effect of Refinancing Amendment. 


 


(a)
        Except as expressly set forth herein, this Refinancing Amendment shall not by implication
or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under
the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any
other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in
similar or different circumstances.


 


(b)
        From and after the Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import,
and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Credit
Agreement. This Refinancing Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement
and the other Loan Documents.


 


(c)
        This Refinancing Amendment shall be deemed to be an “Incremental Facility Amendment”
as defined in the Credit Agreement. Each of the Lenders party hereto hereby acknowledge that the Borrowers hereby provide notice
under Section 2.14 of the Credit Agreement of their request for Incremental Term Loans, with the proposed terms set forth herein,




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and
all notice requirements in Section 2.14 of the Credit Agreement with respect to such request have been satisfied.


 


(d)
The Existing Credit Agreement, as specifically amended by this Refinancing Amendment, is and shall continue to be in full force
and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including,
for the avoidance of doubt, all Obligations in respect of the New Loans and New Revolving Credit Commitments made available hereunder)
of the Loan Parties under the Loan Documents, in each case as amended by this Refinancing Amendment.


 


(e) Each Loan Party and, in the case of clause (iii), each Guarantor hereby (i) ratifies
and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which
it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the
Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement)
and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for
the avoidance of doubt, all Obligations in respect of the New Loans and New Revolving Credit Commitments made available hereunder),
subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including,
for the avoidance of doubt, all Obligations in respect of the New Loans and New Revolving Credit Commitments made available hereunder)
pursuant to the Guarantee.


 


SECTION
8. GOVERNING LAW. THIS REFINANCING AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


SECTION
9. Costs and Expenses. The Borrowers agree to reimburse the Administrative Agent promptly after receipt of a written request
for its documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent. All amounts due under this Section 8 shall be paid within
thirty (30) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable
detail. Notwithstanding the foregoing, any fees and expenses payable in respect of the Amendment Effective Date, including legal
fees and expenses, shall be due and payable as specified in Section 6(h) above.


 


SECTION
10. Counterparts. This Refinancing Amendment may be executed in any number of counterparts, each of which shall be an original,
and all of which, when taken together, shall constitute one agreement. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Refinancing Amendment and/or
any document to be signed in connection herewith and the transactions contemplated hereby shall be deemed to include Electronic
Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be. “Electronic Signatures” means any electronic symbol or process 



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attached
to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such
contract or record.


 


SECTION
11. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation
of this Refinancing Amendment.


 


[Remainder
of page intentionally left blank]






    9


     


    

IN
WITNESS WHEREOF, the parties hereto have caused this Refinancing Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.


 


	 	KFC HOLDING CO.
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title:   	Authorized Signatory


 


	 	PIZZA HUT HOLDINGS, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	TACO BELL OF AMERICA, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


  


	 	YUM! BRANDS, INC.
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: Keith Siegner
	 	 	Title:
                          
	VP,
                           Investor Relations, 

        Corporate
        Strategy and 

        Treasurer



 


	 	TACO BELL CORP.
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 

[Signature
Page to Repricing Amendment No. 4]



     


     


    




	 	YUM RESTAURANT SERVICES GROUP, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	RESTAURANT CONCEPTS LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory
	 	 
	 	

    KFC CORPORATION
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	KFC US, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	PIZZA HUT, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	PIZZA HUT OF AMERICA, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

[Signature
Page to Repricing Amendment No. 4]




     


     


    


	 	Kentucky
    Fried Chicken International Holdings LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	YUM! RESTAURANTS INTERNATIONAL
    HOLDINGS LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	PIZZA HUT INTERNATIONAL, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title:
	Authorized
        Signatory 

	 	 	 	 
	 	TACO BELL CANTINA CORP.
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	TB CANTINA LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

[Signature
Page to Repricing Amendment No. 4]




     


     


    



	 	YUM!
                    RESTAURANTS INTERNATIONAL, INC. 

	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	PIZZA HUT CONNECT, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	IPDEV CO., LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	NATIONAL SYSTEMS, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	QUIKORDER,
    LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


[Signature
Page to Repricing Amendment No. 4]





     


     


    



	 	

        YUM!
        RESTAURANTS INTERNATIONAL MANAGEMENT LLC

	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	KFC INTERNATIONAL HOLDINGS II
    LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	TB INTERNATIONAL HOLDINGS II
    LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	TB NORTH AMERICA LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	PH NORTH AMERICA LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 


[Signature
Page to Repricing Amendment No. 4]





     


     


    


	 	KFC NORTH AMERICA LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	YUM! ASIA HOLDINGS LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	YRI CHINA FRANCHISING LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	YUM! INTERNATIONAL FINANCE COMPANY
    LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	TACO BELL ASIA FRANCHISING, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 


[Signature
Page to Repricing Amendment No. 4]





     


     


    


	 	KFC ASIA HOLDINGS LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 

	 	PIZZA HUT ASIA PACIFIC HOLDINGS
    LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory
	 	 
	 	
    YUM CONNECT, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	PIZZA FAMILIA PARTNERSHIP
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory


 


	 	KFC AUSTRALIA IP HOLDINGS, LLC
	 	 
	 	By:	/s/
    Keith Siegner
	 	 	Name: 	Keith Siegner
	 	 	Title: 	Authorized Signatory



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	JPMORGAN
    CHASE BANK, N.A.,

    as Administrative Agent, as a New Term A Lender, a New Revolving Credit Lender and an Additional
    Term B Lender
	 	 
	 	By:	/s/
    Jeffrey Miller
	 	 	Name:
    	Jeffrey
    Miller
	 	 	Title:
    	Executive
    Director



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	Bank
    of America, N.A.,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Aron Frey
	 	 	Name:
    	Aron
    Frey
	 	 	Title:
    	Director



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	Citibank,
    N.A.,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Piyush Choudhary
	 	 	Name:
    	Piyush
    Choudhary
	 	 	Title:
    	Vice
    President
	 	 	 	 
	 	[For
                    any institution requiring a second signature line:]


	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:
    





 


[Signature
Page to Repricing Amendment No. 4]





     


     


    



	 	GOLDMAN
    SACHS BANK USA,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Jacob Elder
	 	 	Name:
    	Jacob
    Elder
	 	 	Title:
    	Authorized
    Signatory



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Darcy McLaren
	 	 	Name:
    	Darcy
    McLaren
	 	 	Title:
    	Director



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	Barclays
    Bank PLC,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Christopher M. Aitkin
	 	 	Name:
    	Christopher
    M. Aitkin
	 	 	Title:
    	Vice
    President



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	Capital
    One, N.A.,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Mauro Maris
	 	 	Name:
    	Mauro
    Maris
	 	 	Title:
    	VP



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	Fifth
    Third Bank, National Association,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    John A. Marian
	 	 	Name:
    	John
    A. Marian
	 	 	Title:
    	SVP



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	ING
    CAPITAL LLC,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:

        
	/s/
    Dan Lamprecht
	 	 	Name:
    	Dan
    Lamprecht
	 	 	Title:
    	MD
	 	 	 	 
	 	[For
                    any institution requiring a second signature line:]


	 	 
	 	By:	/s/
    Gonzalo Sanchez
	 	 	Name:
    	Gonzalo
    Sanchez
	 	 	Title:
    	Director



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	MUFG
    Bank, Ltd.,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:

        
	/s/
    Christine Howatt
	 	 	Name:
    	Christine
    Howatt
	 	 	Title:
    	Authorized
    Signatory



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	BNP
    PARIBAS,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Claudia Zarate
	 	 	Name:
    	Claudia
    Zarate
	 	 	Title:
    	Managing
    Director
	 	 	 
	 	By:	/s/
    Mark Scioscia
	 	 	Name:
    	Mark
    Scioscia
	 	 	Title:
    	Vice
    President



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	COÖPERATIEVE
    RABOBANK U.A., NEW YORK BRANCH, a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:

        
	/s/
    Jennifer Smith
	 	 	Name:
    	Jennifer
    Smith
	 	 	Title:
    	Executive
    Director
	 	
	 	By:	/s/
    Joshua Leonard
	 	 	Name:
    	Joshua
    Leonard
	 	 	Title:
    	Vice
    President



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	HSBC
    Bank USA, National Association

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Kyle Patterson
	 	 	Name:
    	Kyle
    Patterson
	 	 	Title:
    	Senior
    Vice President



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    

	 	Industrial
    and Commercial Bank of China Limited, New York Branch,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:
	/s/
    Yufeng Gao
	 	 	Name:
    	Yufeng
    Gao
	 	 	Title:
    	Assistant
    Vice President
	 	 
	 	By:	/s/
    Haiyao Su
	 	 	Name:
    	Haiyao
    Su
	 	 	Title:
    	Executive
    Director



 


[Signature
Page to Repricing Amendment No. 4]



     


     


    






	 	PNC Bank, National Association

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:	/s/
    Shelly Stephenson


	 	Name: 	Shelly Stephenson
	 	Title: 	Senior Vice President







 


[Signature
Page to Repricing Amendment No. 4]



     


     


    






	 	The Bank of Nova Scotia,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:	/s/
    Frans Braniotis


	 	Name: 	Frans Braniotis
	 	Title: 	Managing Director & Head



 






[Signature
Page to Repricing Amendment No. 4]



     


     


    





	 	The Huntington National Bank,

    a New Term A Lender and a New Revolving Credit Lender
	 	 
	 	By:	/s/
    Greg R. Branstetter


	 	Name: 	Greg R. Branstetter
	 	Title: 	Managing Director Institutional Banking



 

	 	By:	 
	 	 







 


[Signature
Page to Repricing Amendment No. 4]




     


     


    





	 	THE
                    NORTHERN TRUST COMPANY,

                    a New Term A Lender and a New Revolving Credit Lender

	 	 
	 	By:

        
	/s/
    Kimberly A. Crotty


	 	Name:
    	Kimberly
    A. Crotty
	 	Title:
    	Vice
    President







 


[Signature
Page to Repricing Amendment No. 4]




     


     


    





	 	U.S.
        BANK NATIONAL ASSOCIATION,

        a New Term A Lender and a New Revolving Credit Lender

	 	 
	 	By:
	/s/
    Steven L. Sawyer


	 	Name:
    	Steven
    L. Sawyer
	 	Title:
    	Senior
    Vice President







 


[Signature
Page to Repricing Amendment No. 4]




     


     


    





	 	FIRST
        HORIZON BANK,

        a New Term A Lender

	 	 
	 	By:
	/s/
    Sarina Benfield


	 	Name:	Sarina
    Benfield
	 	Title:
    	Authorized
    Signatory







 


[Signature
Page to Repricing Amendment No. 4]




     


     


    

ANNEX
I


 


LENDER
ADDENDUM TO

REFINANCING AMENDMENT




 


[Attached]


 




     


     


    

LENDER
ADDENDUM TO

REFINANCING AMENDMENT




 


This
Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Refinancing Amendment
No. 4 (the “Refinancing Amendment”) dated as of March 15, 2021 to that certain Credit Agreement dated as of
June 16, 2016 (as amended by Refinancing Amendment No. 1 dated as of March 21, 2017, Refinancing Amendment No. 2 dated as of June
7, 2017 and Refinancing Amendment No. 3 dated as of April 3, 2018 and as further amended, restated, supplemented or otherwise
modified from time to time prior to the date hereof, the “Credit Agreement”) among KFC Holding Co. (the “Lead
Borrower”), Pizza Hut Holdings, LLC and Taco Bell of America, LLC, as co-Borrowers (each, a “Borrower”
and together with the Lead Borrower, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as Collateral Agent, Swing Line Lender, an L/C Issuer and Administrative Agent (the “Administrative
Agent”) for the Lenders. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to
such terms in the Refinancing Amendment.


 


By
executing this Lender Addendum as a Continuing Term B Lender, the undersigned institution agrees (A) to the terms of the Refinancing
Amendment and the Credit Agreement as amended thereby and (B) on the terms and subject to the conditions set forth in the Refinancing
Amendment and the Credit Agreement as amended thereby, to continue all of its Existing Term B Loans (or such lesser amount as
the Lead Arrangers may allocate) as Continued Term B Loans on the Amendment Effective Date. The undersigned institution hereby
makes the election to convert all of its Existing Term B Loans as set forth in the Register as of the Amendment Effective Date
(or such lesser amount as the Lead Arrangers may allocate prior to the Amendment Effective Date) into Continued Term B Loans pursuant
to a cashless conversion on the Amendment Effective Date pursuant to procedures specified by the Administrative Agent.


 





	 	 	 	 
	 	Name
    of Institution:	 	 
	 	 	 	 




 





	 	Executing
    as a Continuing Term B Lender:	 	 
	 	 	 	 	 	 
	 	 	By:       	 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 	 
	 	For any institution requiring a
    second signature line:	 	 
	 	 	 	 	 	 
	 	 	By:       	 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 










     


     


    

ANNEX
II


 


AMENDMENTS
TO CREDIT AGREEMENT


 


[Changed pages to Credit Agreement follow]


     


     


    



Execution
Version


 


(conformed
to (i) the 2017 Refinancing Amendment,





dated
as of March 21, 2017, (ii) Second





Amendment
dated as of June 7, 2017,





(iii)
Refinancing Amendment No. 3 dated as of

April 3, 2018 and (iv) Refinancing Amendment No. 4 dated as of March 15, 2021)





 





 



 


CREDIT AGREEMENT


 


Dated as of June 16, 2016


 


among


Pizza
Hut HOLDINGS, LLC, 


KFC
Holding Co.


and


Taco
Bell of America, LLC,

as the Borrowers,


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,


 


THE LENDERS PARTY HERETO,


 


and


 


JPMORGAN CHASE BANK, N.A.,


BANK
OF AMERICA, N.A.,


CITIGROUP
GLOBAL MARKETS INC.,


Goldman
Sachs BankGOLDMAN SACHS BANK USA,


WELLS FARGO SECURITIES, LLC,


Citigroup
Global Markets Inc.BARCLAYS BANK PLC,


CAPITAL
ONE, NATIONAL ASSOCIATION,


MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 


MORGAN STANLEY SENIOR
FUNDING, INC., 


FIFTH THIRD BANK,
NATIONAL ASSOCIATION,


ING
CAPITAL LLC


and


THEMUFG
BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


as Joint Lead Arrangers and Joint Bookrunners


 


BARCLAYS
BANK PLCBNP Paribas,


THE
BANK OF NOVA SCOTIA,


Coöperatieve
Rabobank U.A., NEW YORK BRANCHNew
York Branch,


and


HSBC
Bank USA, N.A.,


Industrial
and commercial bank of china limited, new york


branchCommercial
Bank of China Limited, New York Branch,


PNC
Bank, National Association,


The
Bank of Nova Scotia,


The
Huntington National Bank,


The
Northern Trust Company


and


U.S.
Bank National Association, 


as Co-Documentation Agents and Co-Managers


 


 





     


     


    

Table of Contents


 





	 	Page



 





ARTICLE
1

Definitions and Accounting Terms


	Section 1.01.  Defined Terms	1




	Section 1.02.  Other Interpretive
    Provisions	5869




	Section 1.03.  Accounting Terms	5970




	Section 1.04.  Rounding	5970




	Section 1.05.  References to Agreements,
    Laws, Etc.	5970




	Section 1.06.  Times of Day	6071




	Section 1.07.  Timing of Payment
    or Performance	6071




	Section 1.08.  Currency Equivalents
    Generally	6071




	Section 1.09.  Certain Calculations
    and Tests	6172




	Section 1.10.  Divisions	73




	Section 1.11.  Interest
    Rates; LIBOR Notification	73




 


ARTICLE
2

The Commitments and Credit Extensions


 


	Section 2.01.  The Loans	6274




	Section 2.02.  Borrowings, Conversions
    and Continuations of Loans	6374




	Section 2.03.  Letters of Credit	6476




	Section 2.04.  Swing Line Loans	7284




	Section 2.05.  Prepayments	7486




	Section 2.06.  Termination or Reduction
    of Commitments	8193




	Section 2.07.  Repayment of Loans	8194




	Section 2.08.  Interest	8294




	Section 2.09.  Fees	8395




	Section 2.10.  Computation of Interest
    and Fees	8395




	Section 2.11.  Evidence of Indebtedness	8496




	Section 2.12.  Payments Generally	8496




	Section 2.13.  Sharing of Payments	8698




	Section 2.14.  Incremental Credit
    Extensions	8699




	Section 2.15.  Extensions of Term
    Loans and Revolving Credit Commitments	89102




	Section 2.16.  Defaulting Lenders	91104




	Section 2.17.  Permitted Debt Exchanges	93105




	Section 2.18.
     Alternate Rate of Interest	108




 


ARTICLE
3

Taxes, Increased Costs Protection and Illegality


 


	Section 3.01.  Taxes	96110




	Section 3.02.  Inability to Determine
    Rates	100114




	Section 3.03.  Increased Cost and
    Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	100115




	Section 3.04.  Funding Losses	102116




	Section 3.05.  Matters Applicable
    to All Requests for Compensation	102117




	Section 3.06.  Replacement of Lenders
    under Certain Circumstances	103118







    -i-


     


    

 





	 	Page


 


	Section 3.07.  Survival	104119




 


ARTICLE
4

Conditions Precedent to Credit Extensions


 


	Section 4.01.  Conditions to Closing
    Date	104119




	Section 4.02.  Conditions to All
    Credit Extensions	106121




 


ARTICLE
5

Representations and Warranties


 


	Section 5.01.  Existence, Qualification
    and Power; Compliance with Laws	107121




	Section 5.02.  Authorization; No
    Contravention	107122




	Section 5.03.  Governmental Authorization;
    Other Consents	107122




	Section 5.04.  Binding Effect	108122




	Section 5.05.  Financial Statements;
    No Material Adverse Effect	108122




	Section 5.06.  Litigation	108123




	Section 5.07.  Ownership of Property;
    Liens	108123




	Section 5.08.  Environmental Compliance	108123




	Section 5.09.  Taxes	109123




	Section 5.10.  Compliance with
    ERISA	109124




	Section 5.11.  Subsidiaries; Equity
    Interests	109124




	Section 5.12.  Margin Regulations;
    Investment Company Act	110124




	Section 5.13.  Disclosure	110125




	Section 5.14.  Intellectual Property;
    Licenses, Etc.	110125




	Section 5.15.  Solvency	110125




	Section 5.16.  Collateral Documents	110125




	Section 5.17.  Use of Proceeds	111125




	Section 5.18.  Anti-Terrorism Laws;
    OFAC and Anti-Corruption Laws	111126




 


ARTICLE
6

Affirmative Covenants


 


	Section 6.01.  Financial Statements	112126




	Section 6.02.  Certificates; Other
    Information	112127




	Section 6.03.  Notices	114129




	Section 6.04.  Maintenance of Existence	114129




	Section 6.05.  Maintenance of Properties	115129




	Section 6.06.  Maintenance of Insurance	115129




	Section 6.07.  Compliance with
    Laws	115130




	Section 6.08.  Books and Records	115130




	Section 6.09.  Inspection Rights	115130




	Section 6.10.  Covenant to Guarantee
    Obligations and Give Security	116130




	Section 6.11.  Use of Proceeds	117131




	Section 6.12.  Further Assurances
    and Post-Closing Covenants	117132




	Section 6.13.  Designation of Subsidiaries	117132




	Section 6.14.  Payment of Taxes	118133




	Section 6.15.  Nature of Business	118133




	Section 6.16.  Maintenance of Ratings	118133









    -ii-


     


    





	 	Page


 


ARTICLE
7

Negative Covenants


	Section 7.01.  Liens	119133




	Section 7.02.  Investments	122137




	Section 7.03.  Indebtedness	125140




	Section 7.04.  Fundamental Changes	130145




	Section 7.05.  Dispositions	131147




	Section 7.06.  Restricted Payments	134149




	Section 7.07.  Transactions with
    Affiliates	137153




	Section 7.08.  Prepayments, Etc.,
    of Indebtedness	139154




	Section 7.09. Financial CovenantsCovenant	139155




	Section 7.10.  Negative Pledge
    and Subsidiary Distributions	139156




	Section 7.11.  Use of Proceeds	140151




 


ARTICLE
8

Events of Default and Remedies


 


	Section 8.01.  Events of Default	141157




	Section 8.02.  Remedies Upon Event
    of Default	142158




	Section 8.03.  Exclusion of Immaterial
    Subsidiaries	143159




	Section 8.04.  Application of Funds	144159




	Section 8.05.  Right to Cure	145161




 


ARTICLE
9

Administrative Agent and Other Agents


 


	Section 9.01.  Appointment and
    Authorization of Agents	146162




	Section 9.02.  Delegation of Duties	147163




	Section 9.03.  Liability of Agents	147163




	Section 9.04.  Reliance by Agents	148163




	Section 9.05.  Notice of Default	148164




	Section 9.06.  Credit Decision;
    Disclosure of Information by Agents	148164




	Section 9.07.  Indemnification
    of Agents	149165




	Section 9.08.  Agents in their
    Individual Capacities	149165




	Section 9.09.  Successor Agents	149165




	Section 9.10.  Administrative Agent
    May File Proofs of Claim	150166




	Section 9.11.  Collateral and Guaranty
    Matters	151167




	Section 9.12.  Other Agents; Arrangers
    and Managers	152168




	Section 9.13.  Appointment of Supplemental
    Administrative Agents	152168




	Section 9.14.  [Reserved]	153169




	Section 9.15.  Cash Management
    Obligations; Secured Hedge Agreements	153170




	Section 9.16.
     Certain ERISA Matters	170




 


ARTICLE
10

Miscellaneous


 


	Section 10.01.  Amendments, Etc	153172




	Section 10.02.  Notices and Other
    Communications; Facsimile Copies	155174




	Section 10.03.  No Waiver; Cumulative
    Remedies	157176




	Section 10.04.  Attorney Costs
    and Expenses	157176






    -iii-


     


    



	 	Page


  



	Section 10.05.  Indemnification
    by the Borrowers	157176




	Section 10.06.  Payments Set Aside	159178




	Section 10.07.  Successors and
    Assigns	159178




	Section 10.08.  Confidentiality	163183




	Section 10.09.  Setoff	164184




	Section 10.10.  Counterparts;
Electronic Execution	165184




	Section 10.11.  Integration	165185




	Section 10.12.  Survival of Representations
    and Warranties	165185




	Section 10.13.  Severability	165185




	Section 10.14.  GOVERNING LAW,
    JURISDICTION, SERVICE OF PROCESS	165186




	Section 10.15.  WAIVER OF RIGHT
    TO TRIAL BY JURY	166186




	Section 10.16.  Binding Effect	166187




	Section 10.17.  Judgment Currency	166187




	Section 10.18.  Lender Action	167187




	Section 10.19.  USA PATRIOT Act	167187




	Section 10.20.  Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	167187




	Section 10.21.  Obligations Absolute	168188




	Section 10.22.  No Advisory or
    Fiduciary Responsibility	168188




	Section 10.23.  Joint and Several
    Liability	168189




	Section 10.24.
     Acknowledgement Regarding Any
    Supported QFCs	189




 


SCHEDULES


 










	1.01A	—	Guarantors
	1.01B	—	Excluded Subsidiaries
	1.01C	—	Unrestricted Subsidiaries
	1.01D	—	China Entities
	1.01E	—	Immaterial Subsidiaries
	2.01	—	Commitments
	2.03	—	Existing Letters of Credit
	4.01(a)	—	Certain Security Interests and Guarantees
	5.06	—	Litigation
	5.11	—	Subsidiaries and Other Equity Investments
	6.12	—	Post-Closing Covenants
	7.01(b)	—	Existing Liens
	7.02	—	Existing Investments
	7.03(c)	—	Surviving Indebtedness
	7.07	—	Transactions with Affiliates
	10.02	—	Administrative Agent’s Office, Certain Addresses for Notices








    -iv-


     


    

EXHIBITS


 


Form of


 





	A	—	Committed Loan Notice
	B	—	Swing Line Loan Notice
	C-1	—	Term Note
	C-2	—	Revolving Credit Note
	D	—	Compliance Certificate
	E	—	Assignment and Assumption
	F	—	Guaranty
	G	—	Reserved
	H	—	Discounted Prepayment Option Notice
	I	—	Lender Participation Notice
	J	—	Discounted Voluntary Prepayment Notice
	K	—	United States Tax Compliance Certificate








    -v-


     


    



CREDIT AGREEMENT


 


This CREDIT AGREEMENT is entered into as
of June 16, 2016, among Pizza Hut HOLDINGS, LLC, KFC Holding Co. and Taco
Bell of America, LLC as co-borrowers (each, a “Borrower” and collectively, the “Borrowers”),
JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, and Collateral Agent and each L/C Issuer and lender
from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).


 


PRELIMINARY STATEMENTS


 


1.       The
Borrowers have requested that the Lenders extend credit on the Closing Date directly to or on behalf of the Borrowers in the form
of (i) Term A Loans (as this and other capitalized terms used in these Preliminary Statements are defined in ‎Section
1.01 below) in an initial aggregate principal amount of $500,000,000, (ii) Term B Loans in an initial aggregate principal amount
equal to $2,000,000,000 and (iii) a Revolving Credit Facility in an initial aggregate principal amount of $1,000,000,000. The Revolving
Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.


 


2.       The
proceeds of the Term Loans on the Closing Date together with
the proceeds of borrowings under the Revolving Credit Loans and proceeds from the issuance of the Senior Notes will be used by
the Borrowers (i) to repay amounts outstanding under that certain Credit Agreement dated as of March 22, 2012 among Yum! Brands,
Inc. (“Parent”), the subsidiaries of Parent party thereto, the lenders party thereto and JPMCB, as administrative
agent, (ii) to make the Specified Distribution to Parent and (iii) to pay fees and expenses in connection with the foregoing (collectively,
the “Transactions”). The proceeds of Revolving Credit Loans made after the Closing Date and Letters of Credit
will be used for working capital and other general corporate purposes of the Borrowers and their Subsidiaries. Swing Line Loans
will be used for general corporate purposes of the Borrowers and their Subsidiaries.


 


3.       The
Lenders have indicated their willingness to lend, and the L/C Issuer has indicated its willingness to issue Letters of Credit,
in each case, on the terms and subject to the conditions set forth herein.


 


In consideration of the mutual covenants
and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article
1


 


Definitions and Accounting Terms


 


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


 


“1998 Indenture” means
the Indenture, dated as of May 1, 1998, between the Parent (then known as Tricon Global Restaurants, Inc.) and The First National
Bank of Chicago, as Trustee, as amended and supplemented and in effect from time to time.


 


“20182021
Refinancing Amendment” means the Refinancing Amendment No. 34
to this Credit Agreement dated as of April 3, 2018March
15, 2021 among the Loan Parties, the Administrative Agent and the 2018 ,
each L/C Issuer, each Swing Line Lender, each 2021 Term A
Lender, each 2021 Revolving Credit Lender and each 2021 Term B LendersLender.



     


     


    



“20182021
Refinancing Amendment Effective Date” means the “Amendment Effective Date” as defined in the 20182021
Refinancing Amendment.


 


“2021
Revolving Credit Commitment” means, the “New Revolving Credit
Commitments” as defined in, made available under and amended in accordance with the 2021
Refinancing Amendment. 


 


“2021
Revolving Credit Lender” means, at any time, each Lender holding
a 2021 Revolving
Credit Commitment at such time.


 


“2021
Term A Commitment” means, the “New Term A Commitments”
as defined in and made in accordance with the 2021 Refinancing
Amendment.


 


“2021
Term A Lender” means, at any time, each Lender holding a 2021
Term A Loan at such time.


 


“2021
Term A Loan” means, the “New Term A Loans”
as defined in and made in accordance with the 2021 Refinancing
Amendment.


 


“20182021
Term B Lenders” means, at any time, each Lender holding a 20182021
Term B Loan at such time.


 


“20182021
Term B Loans” means “20182021
Term B Loans” as defined in, and made and/or converted in accordance with the 20182021
Refinancing Amendment.


 


“Acceptable Discount” has
the meaning specified in ‎Section 2.05(d)(iii).


 


“Acceptance Date” has the
meaning specified in ‎Section 2.05(d)(ii).


 


“Accounting Changes” has
the meaning specified in ‎Section 1.03(d).


 


“Acquired EBITDA” means,
with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period
of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined
on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.


 


“Acquired Entity or Business”
has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Additional Lender” has
the meaning specified in ‎Section 2.14(d).


 


“Administrative Agent”
means, subject to ‎Section 9.13, JPMCB (and any of its Affiliates selected
by JPMCB to act as administrative agent for any of the facilities provided hereunder), in its capacity as administrative agent
under the Loan Documents, or any successor administrative agent appointed in accordance with ‎Section
9.09.


 


“Administrative Agent’s Office”
means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule ‎10.02
with respect to such currency, or such other address or account as the Administrative Agent may from time to time notify the Lead
Borrower and the Lenders.



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“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, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto. Notwithstanding the foregoing, no Lender listed on Schedule ‎2.01
(nor any of their respective Affiliates a majority of the voting Equity Interests of which are owned directly or indirectly by
a parent company of any such Lender) shall be deemed to be an Affiliate of the Borrowers or any Restricted Subsidiary.


 


“Agent-Related Persons”
means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.


 


“Agents” means, collectively,
the Administrative Agent, the Collateral Agent, and the Supplemental Administrative Agents (if any).


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


“Agreement” means this
Credit Agreement.


 


“Agreement Currency” has
the meaning specified in ‎Section 10.17.


 


“Alternative Currency Letter of Credit”
means a Letter of Credit denominated in a Revolving Alternative Currency.


 


“Alternative Currency Sublimit”
means $350,000,000.


 


“Ancillary
Document” has the meaning assigned to it in Section 10.10.


 


“Annual Financial Statements”
means (i) the audited consolidated balance sheets of Parent and its consolidated subsidiaries as of the last day of each of the
three most recent fiscal years ended at least 90 days prior to the Closing Date and (ii) the related audited consolidated statements
of income and cash flows of Parent and its consolidated subsidiaries for each of the three most recent fiscal years ended at least
90 days prior to the Closing Date.


 


“Anti-Corruption Laws”
has the meaning specified in Section 5.18(a).


 


“Anticipated Cure Deadline”
has the meaning specified in Section 8.05(a).


 


“Applicable Discount” has
the meaning specified in ‎Section 2.05(d)(iii).


 


“Applicable Lending Office”
means for any Lender, such Lender’s office, branch or affiliate designated for Eurocurrency Rate Loans of the applicable
currency, Base Rate Loans, L/C Advances, Swing Line Loans or Letters of Credit, as applicable, as notified to the Administrative
Agent, any of which offices may be changed by such Lender.



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“Applicable Percentage”
means, at any time (a) with respect to any Lender with a Commitment of any Class, the percentage equal to a fraction the numerator
of which is the amount of such Lender’s Commitment of such Class at such time and the denominator of which is the aggregate
amount of all Commitments of such Class of all Lenders (provided that (i) in the case of ‎Section
2.16 when a Defaulting Lender shall exist, “Applicable Percentage” with respect to the Revolving Credit Facility
shall be determined by disregarding any Defaulting Lender’s Revolving Credit Commitment and (ii) if the Revolving Credit
Commitments have terminated or expired, the Applicable Percentages of the Lenders shall be determined based upon the Revolving
Credit Commitments most recently in effect) and (b) with respect to the Loans of any Class, a percentage equal to a fraction the
numerator of which is such Lender’s Outstanding Amount of the Loans of such Class and the denominator of which is the aggregate
Outstanding Amount of all Loans of such Class.


 


“Applicable Rate” means
a percentage per annum equal to:


 


(a)       (i)
for Eurocurrency Rate Loans that are Term B Loans, 1.75%, and (ii) for Base Rate Loans that are Term B Loans, 0.75%, and


 


(b)       (i)
until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter commencing on or
after the Second Amendment Effective Date pursuant to ‎Section 6.01,
(A) for Eurocurrency Rate Loans that are Term A Loans or Revolving Credit Loans,1.50%, (B) for Base Rate Loans that are Term A
Loans or Revolving Credit Loans, 0.50%, and (C) for letter of credit fees, 1.50% per annum, and (ii) thereafter, in
connection with Revolving Credit Loans, Term A Loans and letter of credit fees, the percentages per annum set forth in the table
below, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative
Agent pursuant to ‎Section 6.02(a):


 


	Total Leverage Ratio	Eurocurrency Rate Loans and Letter of Credit Fees	Base Rate Loans 
	Greater than or equal to 4.25:1.00	1.751.50% 	0.750.50% 
	Less than 4.25:1.00 but greater than or equal to 2.75:1.00	1.501.25% 	0.500.25% 
	Less than 2.75:1.00 but greater than or equal to 1.50:1.00	1.251.00% 	0.250.00% 
	Less than 1.50:1.00	0.75%	0.00%


 


Any change in the Applicable Rate pursuant
to clauses (a) and (b) above resulting from a change in the Total Leverage Ratio shall become effective as of the
first Business Day immediately following the date the applicable Compliance Certificate is delivered pursuant to ‎Section
6.02(a).


 


Notwithstanding anything to the contrary
contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Total Leverage Ratio
set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason (or a Compliance Certificate
is not delivered within the time period set forth in Section 6.02) and the result thereof is that the Lenders received interest
or fees for any period based on an Applicable Rate that is less than that which would have been applicable had the Total Leverage
Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Rate” for any day occurring
within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon
the accurately determined Total Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the
Borrowers for the relevant period pursuant to ‎Section 2.08 and ‎Section
2.09 as a result of the miscalculation of the Total Leverage Ratio shall be deemed to be (and shall be) due and







    -4- 


     


    



payable under
the relevant provisions of ‎Section 2.08 or ‎Section
2.09, as applicable, within ten (10) Business Days following the determination described above.


 


Notwithstanding the foregoing, the Applicable
Rate in respect of any Class of Incremental Revolving Credit Commitments or Extended Revolving Credit Commitments and any Incremental
Term Loans, Extended Term Loans or Revolving Credit Loans made pursuant to any Incremental Revolving Credit Commitments or Extended
Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Incremental Facility Amendment
or Extension Offer.


 


“Appropriate Lender” means,
at any time, (a) with respect to Loans of any Class, the Lenders of such Class (b) with respect to any Letters of Credit, (i) the
relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to Swing Line Loans, (i) the Swing Line Lender and
(ii) if any Swing Line Loans are outstanding pursuant to ‎Section 2.04(a),
the Revolving Credit Lenders.


 


“Approved Foreign Bank”
has the meaning specified in the definition of “Cash Equivalents.”


 


“Approved Fund” means,
with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender
or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.


 


“Assignees” has the meaning
specified in ‎Section 10.07(b).


 


“Assignment and Assumption”
means (a) an Assignment and Assumption substantially in the form of Exhibit E and (b) in the case of any assignment of Term
Loans in connection with a Permitted Debt Exchange conducted in accordance with ‎Section
2.17, such form of assignment (if any) as may have been requested by the Administrative Agent in accordance with Section
2.17(a)(viii) or, in each case, any other form (including electronic documentation generated by MarkitClear or other electronic
platform) approved by the Administrative Agent.


 


“Attorney Costs” means
and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.


 


“Attributable Indebtedness”
means, on any date, in respect of any Capitalized 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.


 


“Auto-Renewal Letter of Credit”
has the meaning specified in ‎Section 2.03(b)(iii).


 


“Availability Period” means,
with respect to the Revolving Credit Facility, the period from the Closing Date to but excluding the earlier of the Maturity Date
for the Revolving Credit Facility and the date of termination of the Revolving Credit Commitments in accordance with the provisions
of this Agreement.


 


“Available Amount” means,
at any time (the “Available Amount Reference Time”), an amount (which shall not be less than zero) equal to
the sum of:


 


(a)       $350,000,000;
plus


 


(b)       50%
of Consolidated Net Income (which shall not be less than zero)
for the period from the first day of the fiscal quarter of the Companies during which the Closing Date



    -5- 


     


    



occurred to and including
the last day of the most recently ended fiscal quarter of the Companies prior to the Available Amount Reference Time (or,
in the case Consolidated Net Income is a deficit, minus
100% of such deficit); plus


 


(c)       the
amount of any capital contributions or Net Cash Proceeds from any Permitted Equity Issuance (or issuance of debt securities that
have been converted into or exchanged for Qualified Equity Interests) (other than any Cure Amount, an Excluded Contribution or
any capital contributions or equity or debt issuances to the extent made or utilized in connection with other transactions permitted
pursuant to ‎Section 7.02, ‎Section
7.06 or ‎Section 7.08) received by or made to any direct or indirect
parent of the Companies and contributed by such parent to a Company during the period from and including the Business Day immediately
following the Closing Date through and including the Available Amount Reference Time; plus


 


(d)       the
aggregate amount of Retained Declined Proceeds during the period from the Business Day immediately following the Closing Date through
and including the Available Amount Reference Time; plus


 


(e)       to
the extent not (i) already included in the calculation of Consolidated Net Income of the Companies or (ii) already reflected as
a return of capital or deemed reduction in the amount of such Investment pursuant to clause (g) below or any other provision
of ‎Section 7.02, the aggregate amount of all cash dividends and other cash
distributions received by any Group Member from any JV Entity or Unrestricted Subsidiaries to the extent the Investment therein
was made pursuant to ‎Section 7.02(n) during the period from the Business Day immediately
following the Closing Date through and including the Available Amount Reference Time (excluding any dividend or distribution from
any Taco Bell Unrestricted Entity); plus


 


(f)       to
the extent not (i) already included in the calculation of Consolidated Net Income of the Companies, (ii) already reflected as a
return of capital or deemed reduction in the amount of such Investment pursuant to clause (g) below or any other provision
of ‎Section 7.02, or (iii) used to prepay Term Loans in accordance with
‎Section 2.05(b)(ii), the aggregate amount of all Net Cash Proceeds received
by any Group Member in connection with the sale, transfer or other disposition of its ownership interest in any JV Entity or Unrestricted
Subsidiary to the extent the Investment therein was made pursuant to ‎Section 7.02(n)
during the period from the Business Day immediately following the Closing Date through and including the Available Amount Reference
Time (excluding any sale of any Taco Bell Unrestricted Entity); minus


 


(g)       the
aggregate amount of (i) any Investments made pursuant to ‎Section 7.02(n)
(net of any return of capital in respect of such Investment or deemed reduction in the amount of such Investment, including, without
limitation, upon the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary or the sale, transfer, lease or other
disposition of any such Investment), (ii) any Restricted Payment made pursuant to ‎Section
7.06(k) and (iii) any payments made pursuant to ‎Section 7.08(a)(iii)(B), in each
case, during the period commencing on the Closing Date through and including the Available Amount Reference Time (and, for purposes
of this clause (g), without taking account of the intended usage of the Available Amount at such Available Amount Reference
Time).


 


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





    -6- 


     


    



any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause
(f) of Section 2.18.


 


“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).



 


“Bankruptcy Code” means
Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.


 


“Bankruptcy Event” means,
with respect to any Person, such Person or its parent entity becomes (other than via an Undisclosed Administration) the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in
the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely
by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or
instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm
any contracts or agreements made by such Person or its parent entity.


 


“Base
Indenture” means that certain Indenture, dated as of May 11, 2016 (as amended, restated, supplemented or otherwise modified
from time to time), by and between Taco Bell Funding, LLC, as issuer, and Citibank, N.A., as trustee and securities intermediary.


 


“Base
Rate” means: 


 


(1)       a
fluctuating interest rate per annum in effect from time to time, which
rate per annum shall at all times be equal to the highest of:


 


(a)       the
Prime Rate on such day;


 


(b)       1⁄2
of 1.00% per annum above the New York Fed Bank Rate in effect on such day;
and


 


(c)       “Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the NYFRB Rate in effect on such
day plus 1⁄2 of 1% and (c) the Eurocurrency Rate for Dollar deposits for a
one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%;
provided that, for the purpose of this definition, the





    -7- 


     


    

Eurocurrency Rate for any
day shall be based on the Eurocurrency Screen Rate (or if the Eurocurrency Screen Rate is not available for such one month Interest
Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day (without any
rounding).


 


.
Any change in the Base Rate due to a change in the Prime Rate, the New York Fed BankNYFRB
Rate or the Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the New
York Fed BankNYFRB Rate or the Eurocurrency
Rate, respectively. If the Base Rate is being used as an alternate rate
of interest pursuant to Section 2.18 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant
to Section 2.18), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference
to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 0.00%,
such rate shall be deemed to be 0.00% for purposes of this Agreement.


 


“Base Indenture”
means that certain Indenture, dated as of May 11, 2016 (as amended, restated, supplemented or otherwise modified from time to
time), by and between Taco Bell Funding, LLC, as issuer, and Citibank, N.A., as trustee and securities intermediary.


 


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


 


“Benchmark”
means, initially, Eurocurrency Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to Eurocurrency
Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.18.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by
the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in any
agreed currency other than Dollars, British Pound Sterling or Euros, “Benchmark Replacement” shall mean the alternative
set forth in (3) below:


 


(1)



 


(A)
in the case of any Loan denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,



 


(B)
in the case of any Loan denominated in British Pound Sterling, the sum of (a) Daily Simple SONIA and (b) the related Benchmark
Replacement Adjustment,


 


(C)
in the case of any Loan denominated in Euros, the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment;


 


(2)



 


(A)
in the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B)
[reserved],





    -8- 


     


    



(C)
in the case of any Loan denominated in Euros, the sum of (a) Daily Simple ESTR and (b) the related Benchmark Replacement Adjustment;


 


(3)
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Lead Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated
credit facilities denominated in the applicable currency at such time and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1)(A) or (1)(C), such 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; provided
further that, (x) with respect to a Loan denominated in Dollars, notwithstanding anything to the contrary in this Agreement or
in any other Loan Document, upon the occurrence of a Term
SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1)(A) of this definition (subject to the first proviso above) and (y) with respect to a Loan
denominated in Euros, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence
of a Term ESTR Transition Event, and the delivery of a Term ESTR Notice, on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term ESTR and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1)(C) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


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


 


(1)
for purposes of clauses (1) and (2) 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 Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(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 Benchmark for the applicable Corresponding Tenor;
and


 


(2)
for purposes of clause (3) 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 Lead Borrower for the





    -9- 


     


    



applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
for syndicated credit facilities denominated in the applicable currency at such time;


 


provided
that, 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.


 


“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 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 such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides
is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


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


 


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


 


(3)
in the case of a Term SOFR Transition Event or a Term ESTR Transition Event, as applicable, the date that is thirty (30) days after
the date a Term SOFR Notice or a Term ESTR Notice, as applicable, is provided to the Lenders and the Lead Borrower pursuant to
Section 2.18(c); 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.


 


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





    -10- 


     


    



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 the occurrence of one or more
of the following events with respect to the then-current
Benchmark:


 


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


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over
the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for
such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor
of such Benchmark (or such component thereof); or


 


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


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with
respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect
to each then-current Available Tenor of such Benchmark (or
the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 2.18 and (y) ending at the time that a Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section
2.18.


 


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


 


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


 


“Benefit Plan” means any
of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a
 “plan” as defined in Section 4975 of the Code to which





    -11- 


     


    



Section 4975 of the Code applies, and (c)any
Person whose assets include (for purposes of the Plan Asset Regulations orSection
3(42) of ERISA 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”.


 


“Bilateral L/C
Provider” means any Lender, any Agent or any Affiliate of the foregoing on the Closing Date or at the time such Lender,
Agent or Affiliate provides any letter of credit facility to any Group Member or to the Parent.


 


“Bilateral L/C Obligations”
means, as at any date of determination, the sum of (a) the Dollar Equivalent of the maximum amount then available to be drawn under
all outstanding letters of credit (other than Letters of Credit) provided by a Bilateral L/C Provider at the request of any Group
Member or the Parent plus (b) the Dollar Equivalent of the aggregate unreimbursed amounts owing to any Bilateral L/C Provider
by any Group Member or the Parent at such time in respect of drawings under letters of credit (other than Letters of Credit) issued
by such Bilateral L/C Provider at the request of any Group Member or the Parent, in each case to the extent that Indebtedness in
respect thereof is permitted under Section 7.03(aa).


 


“Bilateral
L/C Provider” means any Lender, any Agent or any Affiliate of the foregoing on the Closing Date,
on the 2021 Refinancing Amendment Effect Date or at the
time such Lender, Agent or Affiliate provides any letter of credit facility to any Group Member or to the Parent.


 


“Borrower
Materials” has the meaning specified in ‎Section 6.02.


 


“Borrower
Notice” has the meaning specified in clause (iv) of the definition of Mortgage Requirement.


 


“Borrowers” has the meaning
specified in the introductory paragraph to this Agreement and a reference to a “Borrower” means any of Pizza
Hut Holdings, LLC, KFC Holding Co. or Taco Bell of America, LLC.


 


“Borrowing” means Loans
of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Eurocurrency Rate Loans,
as to which a single Interest Period is in effect.


 


“Borrowing Minimum” means
$10,000,000.


 


“Borrowing Multiple” means
$1,000,000.


 


“Business Day” means any
day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to
remain closed; provided that (a) when used in connection with a Eurocurrency Rate Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market, (b) when
used in connection with any Loan or Letter of Credit denominated
in any Revolving Alternative Currency, the term “Business Day” shall also exclude any day on which banks are not open
for dealings in deposits in such Revolving Alternative Currency, in London and (c) when used in connection with a Loan or
Letter of Credit denominated in Euro, the term “Business Day” shall also exclude any day that is not a TARGET
Day.


 


“Buy/Sell Arrangement”
has the meaning set forth in ‎Section 7.05(i).



    -12- 


     


    



“Capital Expenditures”
means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities)
by any Group Member during such period that, in conformity with GAAP, are or are required to be included as additions during such
period to property, plant or equipment reflected in the combined balance sheet of the Companies and (b) Capitalized Lease Obligations
incurred by any Group Member during such period.


 


“Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that
would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
prepared in accordance with GAAP.


 


“Capitalized Leases” means
all leases that are required to be, in accordance with GAAP, recorded as capitalized leases or
financing leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease
shall be the amount thereof accounted for as a liability in accordance with GAAP; provided that (a) all obligations of any
Group Member that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the
Closing Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating
lease (and not as a Capitalized Lease) for purposes of this Agreement regardless of any change in GAAP following the Closing Date
that would otherwise require such obligation to be recharacterized as a Capitalized Lease, and (b) any new lease that requires
less than $1,000,000 in annual rent payments shall be conclusively presumed to be an operating lease and not a Capitalized Lease.


 


“Cash Collateral” has the
meaning specified in ‎Section 2.03(f).


 


“Cash Collateralize” has
the meaning specified in ‎Section 2.03(f).


 


“Cash Equivalents” means
any of the following types of Investments, to the extent owned by any Group Member:


 


(1)       (a)
Dollars, Canadian dollars, Euro or any national currency of any member state of the European Union; or (b) any other foreign currency
held by the Companies and the Restricted Subsidiaries in the ordinary course of business;


 


(2)       securities
issued or directly and fully and unconditionally guaranteed or insured by the United States or Canadian governments or any agency
or instrumentality of the foregoing the securities of which are unconditionally guaranteed as a full faith and credit obligation
of such government with maturities of 24 months or less from the date of acquisition;


 


(3)       certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, with any
domestic or foreign commercial bank (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by
S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable
ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the IssuersBorrowers)
or (b) having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar Equivalent
as of the date of determination) in the case of non-U.S. banks;


 


(4)       repurchase
obligations for underlying securities of the types described in clauses (2), (3) and (7) of this definition
entered into with any financial institution meeting the qualifications specified in clause (3) above;



    -13- 


     


    



(5)       commercial
paper rated at least “P-1” by Moody’s or at least “A-1” by S&P, and in each case maturing within
24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons with a rating of “A”
or higher from S&P or “A-2” or higher from Moody’s, with maturities of 24 months or less from the date of
acquisition;


 


(6)       marketable
short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either Moody’s
or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent
rating from another nationally recognized statistical rating agency selected by the Lead Borrower) and in each case maturing within
24 months after the date of creation or acquisition thereof;


 


(7)       readily
marketable direct obligations issued by any state, commonwealth or territory of the United States, or any political subdivision
or taxing authority thereof having an Investment Grade Rating with maturities of 24 months or less from the date of acquisition;


 


(8)       readily
marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof,
in each case having an Investment Grade Rating with maturities of 24 months or less from the date of acquisition;


 


(9)       Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings
category by S&P or Moody’s;


 


(10)       with
respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains
its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation
and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers
acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which
such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member
of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least
 “A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any
such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from
the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;


 


(11)       Cash
Equivalents of the types described in clauses (1) through (10) above denominated in Dollars or, solely to the extent
held in the ordinary course of business and not for speculative purposes, any Revolving Alternative Currency; and


 


(12)       investment
funds investing at least 90% of their assets in Cash Equivalents of the types described in clauses (1) through (11)
above.


 


“Cash Management Bank”
means any Lender, any Agent or any Affiliate of the foregoing on the Closing Date,
on the 2021 Refinancing Amendment Effect Date or at the time it provides any treasury, depository, credit or debit card,
purchasing card, and/or cash management services or automated clearing house transfers of funds to any Group Member or conducting
any automated clearing house transfers of funds.



    -14- 


     


    



“Cash Management Obligations”
means obligations owed by any Group Member to any Cash Management Bank in respect of any overdraft and related liabilities arising
from treasury, depository, credit or debit card, purchasing card, foreign exchange or cash management services or any automated
clearing house transfers of funds.


 


“Casualty Event” means
any event that gives rise to the receipt by any Group Member of any insurance proceeds or condemnation awards in respect of any
equipment, fixed assets or real property (including any improvements and fixtures thereon).


 


“CFC” means a foreign subsidiary
that is a controlled foreign corporation within the meaning of Section 957 of the Code.


 


“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, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x)
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued
in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted,
adopted or issued.


 


“Change of Control” means
the earlier to occur of:


 


(a)       any
 “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act as in effect on the Closing Date) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than 40% of the total voting power of the Voting
Stock of Parent;


 


(b)       at
any time, any Borrower ceases to be directly or indirectly wholly-owned by Parent (except pursuant to a transaction permitted under
‎Section 7.04); or


 


(c)       the
occurrence of a “Change of Control” (or similar event, however denominated), as defined in the Senior Notes Indenture
or in respect of any other Indebtedness of any Group Member having an aggregate principal amount in excess of the Threshold Amount.


 


provided, that notwithstanding the foregoing,
a transaction will not be deemed to involve a Change of Control solely as a result of Parent becoming a direct or indirect wholly
owned subsidiary of (i) a holding company if the direct or indirect holders of the voting stock of such holding company immediately
following that transaction are substantially the same as the holders of Parent’s voting stock immediately prior to that transaction
(and such holders of Parent’s voting stock immediately prior to such transaction would not have otherwise caused a Change
of Control) or (ii) another company (whether Parent is directly owned by such company or indirectly through other Subsidiaries
of such company), provided that no “person” or “group” of related persons (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) is the “beneficial owner” (as defined in Rules
13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than 40% of the total
voting power of the voting stock of such company.



    -15- 


     


    



“ChinaCo Spin”
means (a) the distribution of the Equity Interests of Yum! China by the Companies and their Restricted Subsidiaries to Parent
which in turn will affect a “spin-off” by distributing such Equity Interests to the holders of the Parent’s
common stock, at which point Yum! China will become a separate, independent publicly traded company or (b) any other disposition
of Equity Interests of Yum! China.


 


“China Entity” means Yum!
China and each Subsidiary, whether direct or indirect, of the Companies and any other entity contemplated by the Parent to be subject
to the ChinaCo Spin, as set forth on Schedule 1.01D, and any other Subsidiary, whether direct or indirect, of the Companies or
any other entity that is included in the China Spin-OffChinaCo
Spin that does not own any material operating assets relating to other businesses outside of China and the inclusion
of which, as conclusively determined by the Borrowers in good faith, would not have a material adverse effect on the Lenders.


 


“ChinaCo
Spin” means (a) the distribution of the Equity Interests of Yum! China by the Companies and their Restricted Subsidiaries
to Parent which in turn will affect a “spin-off” by distributing such Equity Interests to the holders of the Parent’s
common stock, at which point Yum! China will become a separate, independent publicly traded company or (b) any other disposition
of Equity Interests of Yum! China.


 


“Class” (a) when used with
respect to Lenders, refers to whether such Lenders hold a particular Class of Commitments or Loans, (b) when used with respect
to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Term A Commitments, Extended Revolving Credit
Commitments that are designated as an additional Class of Commitments or commitments in respect of any Incremental Term Loans that
are designated as an additional Class of Term Loans and (c) when used with respect to Loans or a Borrowing, refers to whether
such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term A Loans, Term B Loans, Extended Term Loans
that are designated as an additional Class of Term Loans, Incremental Term Loans that are designated as an additional Class of
Term Loans or Swing Line Loans and any Loans made pursuant to any other Class of Commitments.


 


“Closing Date” means the
date all the conditions precedent in ‎Section 4.01 are satisfied or waived
in accordance with ‎Section 10.01.


 


“Co-Managers”
means the Persons identified as such on the cover page to this Agreement, in their respective capacities as Co-Managers under this
Agreement.


 


“Co-Managers”
means (i) with respect to the Facilities provided on the Closing Date, Barclays Bank PLC, The Bank of Nova Scotia, Coöperatieve
Rabobank U.A., New York Branch and Industrial and Commercial Bank of China Limited, New York Branch, in their respective capacities
as Co-Managers under this Agreement and (ii) with respect to the 2021 Refinancing Amendment, BNP Paribas, Coöperatieve Rabobank
U.A., New York Branch, HSBC Bank USA, N.A., Industrial and Commercial Bank of China Limited, New York Branch, PNC Bank, National
Association, The Bank of Nova Scotia, The Huntington National Bank, The Northern Trust Company and U.S. Bank National Association
in their capacities as Co-Managers Agents under the 2021 Refinancing Amendment.


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended.


 


“Collateral” means all
the “Collateral” as defined in the Collateral Documents and all other property of whatever kind and nature pledged
or charged as collateral under any Collateral Document, and shall include the Mortgaged Properties.



    -16- 


     


    



“Collateral Agent” means
JPMCB, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance
with ‎Section 9.09.


 


“Collateral and Guarantee Requirement”
means, at any time, the requirement that:


 


(a)       the
Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to ‎Section
4.01(a)(iv), or thereafter pursuant to ‎Section 6.10 or Section 6.12,
duly executed by each Loan Party that is a party thereto and the Mortgage Requirement shall have been satisfied with respect to
each Mortgaged Property;


 


(b)       all
Obligations shall have been unconditionally guaranteed (the “Guarantees”), jointly and severally, by (i) Parent,
(ii) the Borrowers (other than with respect to any Obligation incurred by such Borrower), (iii) the Specified Guarantors and (iv)
each Restricted Subsidiary of the Companies that is a Material Subsidiary (other than any Excluded Subsidiary) including as of
the Closing Date those that are listed on Schedule 1.01A hereto (the entities described in clauses (i), (ii),
(iii) and (iv) collectively, the “Guarantors”);


 


(c)       the
Obligations and the Guarantees shall have been secured pursuant to the Security Agreement by a first priority security interest
in all Equity Interests (other than Excluded Equity) held directly by any Company or by any Subsidiary Guarantor in any Wholly
OwnedWholly-Owned Subsidiary, in each case
subject to any Lien that is permitted under ‎Section 7.01;


 


(d)        except
to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been
secured by a perfected security interest, to the extent such security interest may be perfected by delivering certificated securities
and instruments, filing personal property financing statements or other similar documentation, or making any necessary filings
with the United States Patent and Trademark Office or United States Copyright Office in, substantially all tangible and intangible
assets of each Company and each other Guarantor (other than the Parent) (other than Excluded Property and without duplication of
property described in clause (c) above but including, without limitation, accounts receivable, inventory, equipment, investment
property, intellectual property, intercompany receivables, other general intangibles, owned (but
not leased) real property and proceeds of the foregoing), in each case, with the priority required by the Collateral
Documents; and


 


(e)       none
of the Collateral shall be subject to any Liens other than Permitted Liens.


 


The foregoing definition shall not require
the creation or perfection of pledges of or security interests in particular assets if and for so long as the Administrative Agent
and the Lead Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets
shall be excessive in view of the benefits to be obtained by the Lenders therefrom.


 


The Administrative Agent may grant extensions
of time for the perfection of security interests in particular assets (including extensions beyond the Closing Date for the perfection
of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the
Lead Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise
be required by this Agreement or the Collateral Documents.


 


Notwithstanding the foregoing provisions of
this definition or anything in this Agreement or any other Loan Document to the contrary:



    -17- 


     


    



(A)       Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and
limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between
the Administrative Agent and the Lead Borrower;


 


(B)       the
Collateral and Guarantee Requirement shall not apply to any Excluded Property;


 


(C)       no
actions in any jurisdiction other than the U.S. or that are necessary to comply with the Laws of any jurisdiction other than the
U.S. shall be required in order to create any security interests in assets located, titled, registered or filed outside of the
U.S. or to perfect such security interests (it being understood that there shall be no security agreements, pledge agreements,
or share charge (or mortgage) agreements governed under the Laws of any jurisdiction other than the U.S.); and


 


(D)       no
stock certificates of Immaterial Subsidiaries shall be required to be delivered to the Collateral Agent.


 


“Collateral Documents”
means, collectively, the Security Agreement, the Mortgages, each of the collateral assignments, Security Agreement Supplements,
security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to
‎Section 4.01(a)(iv), ‎Section
6.10 or Section 6.12, the Guaranty and each of the other agreements, instruments or documents that creates or purports
to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured Parties.


 


“Collateral
Release Date” means the first date on which (i) no Event
of Default shall have occurred and be continuing, (ii) the
Parent shall have at least two of the three following corporate credit ratings, in each case, with a stable (or better) outlook:
at least Baa3 by Moody’s, at least BBB- by Fitch, Inc. and/or at least BBB- by S&P and (iii) no Term B Loans or any other
Indebtedness for borrowed money of any Loan Party that is
secured by Liens on the Collateral is then outstanding (other
than the Obligations and any Indebtedness permitted under Sections 7.03(c) (solely with respect to Capitalized Leases described
on Schedule 7.03(c) and any Permitted Refinancing in respect thereof); (d), (f), (g), (m), (o) or (aa)).


 


“Commitment” means a Term
Commitment, a Revolving Credit Commitment or an Extended Revolving Credit Commitment.


 


“Commitment Fee” has the
meaning provided in ‎Section 2.09(a).


 


“Commitment Fee Rate” means
a per annum rate equal to, (a) until delivery of financial statements and a related Compliance
Certificate for the first full fiscal quarter commencing on or after the Second Amendment Effective Date pursuant to ‎Section
6.01, 0.35% and (ii) thereafter, the percentages per annum set forth in the table below, based upon the Total Leverage
Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to ‎Section
6.02(a).0.15%. 


 


	Total Leverage Ratio	Commitment Fee Rate
	Greater than or equal to 4.25:1.00	0.40% 
	Less than 4.25:1.00 but greater than or equal to 2.75:1.00	0.35% 
	Less than 2.75:1.00	0.30% 







    -18- 


     


    



“Committed Loan Notice”
means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other,
or (d) a continuation of Eurocurrency Rate Loans pursuant to ‎Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Companies” means each
of the Borrowers and the Specified Guarantors.


 


“Compensation Period” has
the meaning specified in ‎Section 2.12(c)(ii).


 


“Competitor” has the meaning
ascribed thereto in the definition of “Disqualified Lender”.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D.


 


“Consolidated Adjusted Fixed Charge
Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDAR of the Group for such
Test Period minus Capital Expenditures to (b) Fixed Charges of the Group for such period.


 


“Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense,
including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive
payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance
of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its
Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated EBITDA” means,
with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries on a consolidated
basis for such period:


 


(a)      increased
(without duplication) by the following:


 


(i)       provision
for taxes based on income or profits or capital, including, without limitation state franchise, excise and similar taxes and foreign
withholding taxes of such Person and its Restricted Subsidiaries paid or accrued during such period, including any penalties and
interest relating to any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus without duplication,
the amount of any distributions actually made to any parent entity in respect of such period pursuant to ‎‎Section
7.06(g); plus


 


(ii)      Fixed
Charges (without giving effect to clauses (d) and (e) of such definition) of such Person and its Restricted Subsidiaries for such
period (including (x) net losses or any obligations under any Swap Contracts or other derivative instruments entered into for the
purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with
financing activities, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income); plus


 


(iii)     Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back)
in computing Consolidated Net Income; plus



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(iv)     any
(x) Transaction Expenses and (y) expenses or charges (other than depreciation or amortization expense) related to any equity offering,
Investment, acquisition, disposition or recapitalization permitted hereunder or the incurrence of Indebtedness permitted to be
incurred hereunder (including a refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges
related to the offering of the Senior Notes, any Permitted Receivables Financing, this Agreement and any other credit facilities
and (B) any amendment or other modification of the Senior Notes, this Agreement and any other credit facilities, or any other
indebtedness permitted to be incurred under this Agreement or any equity offering, in each case, to the extent the same was deducted
(and not added back) in computing Consolidated Net Income; plus


 


(v)      the
amount of any restructuring charge, reserve, integration costs, business
optimization expense or costs related to the closure and/or consolidation of facilities and existing lines of business
that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred
in connection with acquisitions or divestitures after the Closing Date; plus


 


(vi)     any
other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period, including any
impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it
represents an accrual or reserve for a cash expenditure for a future period) less other non-cash items of income increasing Consolidated
Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period); plus


 


(vii)    the
amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties
in any non-Wholly-Owned Subsidiary; plus


 


(viii)    rent
expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during
such period over and above rent expense as determined in accordance with GAAP); plus


 


(ix)      any
costs or expense incurred by any Group Member pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses
are funded with cash proceeds contributed to the capital of a Company or Net Cash Proceeds of an issuance of Equity Interests (other
than Disqualified Equity Interests) of a Company; plus


 


(x)       net
loss included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards
Codification Topic 810-8-45; plus


 


(xi)      realized
foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the
balance sheet of the Companies; plus


 


(xii)     the
amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Permitted
Receivables Financing; plus


 


(xiii)    cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated
Net Income in any period to the extent noncash gains relating to such income were deducted in the calculation of





    -20- 


     


    



Consolidated EBITDA
pursuant to clause (b) below for any previous period and not added back; plus


 


(xiv)     net
realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting
Standard Codification Topic 815 and related pronouncements; andplus


 


(xv)      the
amount of “run-rate” cost savings and synergies that are reasonably projected by the Borrowers in good faith to result
from actions taken prior to or during such period or which are anticipated to be taken in a subsequent period (which cost savings
or synergies shall be subject only to certification by a Responsible Officer of the applicable Borrower and shall be calculated
on a pro forma basis as though such cost savings or synergies had been realized on the first day of such period), net of the amount
of actual benefits realized prior to or during such period from such actions; provided that (x) a Responsible Officer of the applicable
Borrower shall have certified to the Administrative Agent that (i) such cost savings or synergies are reasonably identifiable,
reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (ii) such actions have
been taken or are to be taken within twenty-four (24) months of the event giving rise thereto and (y) the aggregate increase to
Consolidated EBITDA for any four fiscal quarter period pursuant to this clause (xv) shall not exceed 25% of Consolidated EBITDA
for such period (calculated before giving effect to any increase pursuant to this clause (xv)); and 


 


(b)       decreased
(without duplication) by the following:


 


(i)        non-cash
gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent
the reversal of an accrual or (cash) reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and
any non-cash gains with respect to cash actually received in a prior period (so long as such cash did not increase Consolidated
EBITDA in such prior period); plus


 


(ii)       realized
foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities
on the balance sheet of the Companies; plus


 


(iii)      any
net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting
treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus


 


(iv)      any
amount included in Consolidated Net Income of such Person for such period attributable to non-controlling interests pursuant to
the application of Accounting Standards Codification Topic 810-8-45; and


 


(c)       increased
or decreased (to the extent not already included in determining Consolidated EBITDA) by any Pro Forma Adjustment.


 


There shall be included in determining Consolidated
EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the
Companies or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business
or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the Companies
or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so
disposed of, an “Acquired





    -21- 


     


    



Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that
is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based
on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including
the portion thereof occurring prior to such acquisition) and,
(B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to
such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified
in a certificate executed by a Responsible Officer of Lead Borrower and delivered to the Lenders and the Administrative Agent and
(C) the annualized effect (including franchise fees net of the incremental costs of the Group Members relating to such franchise
arrangements, in the case of franchised stores) of restaurant openings and re-openings and new franchise agreements during such
period (whether company owned or franchised) by the Group Members with respect to any restaurant opened subsequent to the first
day of the applicable period for which Consolidated EBITDA is being determined. For purposes of determining Consolidated
EBITDA for any period, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person,
property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified
as discontinued operations by any Group Member during such period (each such Person, property, business or asset so sold or disposed
of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into
an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), based on the actual
Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof
occurring prior to such sale, transfer or disposition). Notwithstanding the foregoing, but subject to any adjustment set forth
above with respect to any transactions occurring after the Closing Date, Consolidated EBITDA shall be $356,000,000, $370,000,000,
$387,000,000 and $376,000,000 for the fiscal quarters ended March 19, 2016, December 26, 2015, September 5, 2015 and June 13, 2015,
respectively.


 


“Consolidated EBITDAR”
means, with respect to any Person for any period, the sum of (a) Consolidated EBITDA of such Person for such period, plus (b) Rental
Expense of such Person for such period.


 


“Consolidated Interest Expense”
means, with respect to any Person for any period, without duplication, the sum of:


 


(1)       consolidated
interest expense of such Person and its Restricted Subsidiaries on a consolidated basis (or, in the case of the Companies, the
Companies and their Restricted Subsidiaries on a combined basis) for such period, to the extent such expense was deducted (and
not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting
from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect
to letters of credit or bankers acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized
Lease Obligations and (e) net payments, if any, pursuant to interest rate obligations under any Swap Contracts with respect
to Indebtedness and excluding (t) penalties and interest relating to taxes, (u) any additional cash interest owing pursuant to
any registration rights agreement, (v) accretion or accrual of discounted liabilities other than Indebtedness, (w) any expense
resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with
any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing
of bridge, commitment and other financing fees and (z) interest with respect to Indebtedness of any parent of such Person appearing
upon the balance sheet of such Person solely by reason of push-down accounting under GAAP); plus



    -22- 


     


    



(2)       consolidated
capitalized interest of such Person and its Restricted Subsidiaries (or, in the case of the Companies, the Companies and their
Restricted Subsidiaries on a combined basis) for such period, whether paid or accrued; less


 


(3)       interest
income for such period.


 


For purposes of this definition, interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries on a consolidated
basis (or, in the case of the Companies, the Companies and their Restricted Subsidiaries on a combined basis) on the basis of GAAP;
provided, however, that there will not be included in such Consolidated Net Income:


 


(1)       any
net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that a Company’s equity in the net
income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or
Cash Equivalents actually distributed as a dividend or other distribution or return on investment, subject, in the case of a dividend
or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2)
below; provided that any net income (loss) from a Taco Bell Unrestricted Entity shall be excluded at all times;


 


(2)       solely
for the purpose of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than any Subsidiary
Guarantor) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to a Company or a Subsidiary Guarantor by operation of the
terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental
rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been
waived or otherwise released, (b) restrictions pursuant to this Agreement, the Senior Notes or the Senior Notes Indenture, (c)
restrictions permitted under Section 7.10(g)), and (d) restrictions pursuant to any law, rule or regulation relating to
the expropriation of funds or any tax imposed by any country on the repatriation of income, dividends or other funds, except that
a Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated
Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such
Restricted Subsidiary during such period to such Company or another Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend to another Restricted Subsidiary, to the limitation contained above in this clause);


 


(3)       any
net gain (or loss) realized upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction)
or disposed operations of any Group Member which is not sold or otherwise disposed of in the ordinary course of business (as determined
in good faith by a Responsible Officer or the board of directors of Parent);


 


(4)       any
extraordinary, unusual or non-recurring gain, loss, charge or expense (including relating to the Transaction Expenses and any multi-year
strategic initiatives) or any charges, expenses or reserves in respect of any restructuring, relocation,
redundancy or severance expense;



    -23- 


     


    



(5)       the
cumulative effect of a change in accounting principles;


 


(6)       any
(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any
non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to
deferred compensation plans or trusts;


 


(7)       all
deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment
of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;


 


(8)       any
unrealized gains or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings
related to hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as
hedge transactions, in each case, in respect of any obligations under any Swap Contracts;


 


(9)       any
unrealized foreign currency translation gains or losses in respect of Indebtedness of any Person denominated in a currency other
than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets
and liabilities denominated in foreign currencies;


 


(10)       any
purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other
intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements
(including the effects of such adjustments pushed down to the Companies and the Restricted Subsidiaries), as a result of any consummated
acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);


 


(11)       any
goodwill or other intangible asset impairment charge or write-off; and


 


(12)       to
the extent not otherwise reducing Consolidated Net Income, the amount of any distributions actually made to Parent during such
period pursuant to ‎Section 7.06(g)(i) or ‎Section
7.06(g)(iii) shall be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly
by such Person.


 


In addition, to the extent not already included
in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the
foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement
provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder
and (ii) to the extent covered by insurance and actually reimbursed, or, so long as the Lead Borrower has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such
amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the
date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses
with respect to liability or casualty events or business interruption. For the avoidance of doubt, Consolidated Net Income is calculated
on a combined basis for the Companies and their Restricted Subsidiaries, and therefore management fees paid by the Taco Bell Unrestricted
Entity to one of the Companies, and franchise fees paid by one of the Companies to such Taco Bell Unrestricted Entity, will be
accounted for as third-party payments that will increase (decrease) Consolidated Net Income.



    -24- 


     


    



“Consolidated Total Debt”
means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Companies and the Restricted
Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of
any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition),
consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments minus (b) the aggregate amount of cash and Cash Equivalents (in each
case, free and clear of all Liens other than any nonconsensual Lien that is permitted under the Loan Documents, Liens of the Collateral
Agent and Liens that are subordinated to or pari passu with the Liens of the Collateral Agent pursuant to a Customary Intercreditor
Agreement) of the Companies and their Restricted Subsidiaries as of such date, which aggregate amount of cash and Cash Equivalents
shall be determined without giving pro forma effect to the proceeds of Indebtedness incurred on such date,
up to $1,000,000,000 (or, solely with respect to the calculation of (x) the Financial Covenant set forth in Section 7.09(a), (y)
the Applicable Rate with respect to Term A Loans and Revolving Loans and (z) the Commitment Fee Rate, no more than $750,000,000);
provided that Consolidated Total Debt shall not include (A) Indebtedness owed to a Company or a Restricted Subsidiary, (B)
Indebtedness with respect to Cash Management Obligations, (C) Letters of Credit (or other letters of credit, including Bilateral
L/C Obligations), except to the extent of Unreimbursed Amounts (or unreimbursed amounts) thereunder, (D) obligations under Swap
Contracts entered into in the ordinary course of business and not for speculative purposes and (E) Indebtedness in respect
of any Permitted Receivables Financing.


 


“Consolidated Working Capital”
means, at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity
with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a combined balance sheet
of the Companies at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity
with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a combined balance
sheet of the Companies on such date and (ii) long-term deferred revenue, but excluding, without duplication, (a) the current portion
of any Funded Debt or other long-term liabilities, (b) all Indebtedness consisting of Revolving Credit Loans, Swing Line Loans
and L/C Obligations to the extent otherwise included therein, (c) the current portion of interest, (d) the current portion of current
and deferred income taxes, (e) the current portion of any Capitalized Lease Obligations, (f) deferred revenue arising from cash
receipts that are earmarked for specific projects, (g) the current portion of deferred acquisition costs and (h) current accrued
costs associated with any restructuring or business optimization (including accrued severance and accrued facility closure costs).


 


“Contract Consideration”
has the meaning specified in the definition of “Excess Cash Flow.”


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Control” has the meaning
specified in the definition of “Affiliate.”


 


“Converted Restricted Subsidiary”
has the meaning specified in the definition of “Consolidated EBITDA.”


 


“Converted Unrestricted Subsidiary”
has the meaning specified in the definition of “Consolidated EBITDA.”



    -25- 


     


    



“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 Extension” means
each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Cure Amount” has the meaning
specified in Section 8.05(a).


 


“Cure Right” has the meaning
specified in Section 8.05(a).


 


“Customary Intercreditor Agreement”
means (a) to the extent executed in connection with any incurrence of  Indebtedness secured by Liens on the Collateral that
are intended to rank equal in priority to the Liens on the Collateral securing the Obligations, a customary intercreditor agreement
in form and substance reasonably acceptable to the Administrative Agent and the Lead Borrower, which agreement shall provide, inter
alia, that the Liens on the Collateral securing such other Indebtedness to the extent validly perfected and not subject to
other Liens ranking senior to the Liens securing such Indebtedness but junior to the Liens securing the Obligations shall rank
equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and (b)
to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended
to rank junior to the Liens on the Collateral securing the Obligations, a customary intercreditor agreement in form and substance
reasonably acceptable to the Administrative Agent and the Lead Borrower, which agreement shall provide that the Liens on the Collateral
securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.


 


“Daily
Simple ESTR” means, for any day, ESTR, with the conventions for this rate (which may 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 ESTR” for 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.


 


“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 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.


 


“Daily
Simple SONIA” means, for any day, SONIA, 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 SONIA” for 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.


 


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



    -26- 


     


    



“Declined Proceeds” has
the meaning specified in ‎Section 2.05(b)(v).


 


“Default” means any event
or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be
an Event of Default.


 


“Default Rate” means an
interest rate equal to (a) with respect to any overdue principal for any Loan, the applicable interest rate for such Loan
plus 2.00% per annum (provided that with respect to Eurocurrency Rate Loans, the determination of the applicable interest
rate is subject to ‎Section 2.02(c) to the extent that Eurocurrency Rate
Loans may not be converted to, or continued as, Eurocurrency Rate Loans, pursuant thereto) and (b) with respect to any other
overdue amount, including overdue interest, the interest rate applicable to Base Rate Loans that are Term Loans plus 2.00% per
annum, in each case, to the fullest extent permitted by applicable Laws.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable. 


 


“Defaulting Lender” means
any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans required to be funded by it, (ii) fund any portion of its participations in Letters of Credit or Swing Line Loans
required to be funded by it or (iii) pay over to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender
any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the
Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified
the Lead Borrower or the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender in writing that it does
not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing indicates that such
position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including
the particular default, if any) to funding a Loan cannot be satisfied), (c) has failed, within three (3) Business Days after
request by the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender, acting in good faith, to provide
to the Administrative Agent, any L/C Issuer and such Lender written confirmation from such Lender that it will comply with its
obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans under this
Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such
Administrative Agent’s, L/C Issuer’s, Swing Line Lender’s or Lender’s receipt of such written confirmation
in form and substance satisfactory to it and the Administrative Agent, or (d) after the date of this Agreement, has become (A)
the subject of a Bankruptcy Event or (B) a Bail-In Action.


 


“Designated Account” has
the meaning specified in ‎Section 2.02(a).


 


“Discount Range” has the
meaning specified in ‎Section 2.05(d)(ii).


 


“Discounted Prepayment Option Notice”
has the meaning specified in ‎Section 2.05(d)(ii).


 


“Discounted Voluntary Prepayment”
has the meaning specified in ‎Section 2.05(d)(i).


 


“Discounted Voluntary Prepayment
Notice” has the meaning specified in ‎Section 2.05(d)(v).


 


“Disposed EBITDA” means,
with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period
of Consolidated EBITDA



    -27- 


     


    



of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated
basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.


 


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any Sale Leaseback and any sale of Equity Interests) of
any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith; provided that (i) “Disposition” and “Dispose”
shall not be deemed to include any issuance by any Company of any of its Equity Interests to another Person and (ii) no transaction
or series of related transactions shall be considered a “Disposition” for purpose of ‎Section
2.05(b)(ii) or ‎Section 7.05 unless the fair market value (as determined
in good faith by the Borrowers) of the Net Cash Proceeds received by such Person from the property disposed of (if such disposition
were a Disposition) shall exceed $35,000,000 in any single transaction or related series of transactions.


 


“Disposition
Percentage” has the meaning specified in Section 2.05(b)(ii).


 


“Disqualified Equity Interests”
means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible
or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other
than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change
of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale
event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other
than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash,
or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified
Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such
Equity Interests are issued.


 


“Disqualified Lender” means
(a) such Persons that have been specified in writing to the Administrative
Agent by the Lead Borrower on or prior to February 25, 2021 as being “Disqualified Lenders,” (b) competitors
of Parent or any of its Subsidiaries that are in the same or a similar line of business and, in each case, identified in writing
by the Lead Borrower to the Administrative Agent at JPMDQ_Contact@jpmorgan.com, or such other address provided by the Administrative
Agent from time to time (each such entity, a “Competitor”) and (bc)
Affiliates of CompetitorsPersons
described in clauses (a) or (b) to the extent such Affiliates are reasonably identifiable (on the basis of the similarity
of such Affiliate’s name to the name of an entity so identified in writing) or designated in writing to the Administrative
Agent from time to time and to the extent such Affiliates are not bona fide debt funds or investment vehicles that are primarily
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary
course of business with appropriate information barriers in place; provided, that no such updates to the list of Disqualified
Lenders (i) shall be deemed effective until the date that is three (3) Business Days after written notice thereof is received by
the Administrative Agent and (ii) shall be deemed to retroactively disqualify any parties that have previously acquired an assignment
or participation interest or any party for which the “trade date” with respect to an assignment or participation interest
has occurred in respect of the Loans in compliance with the provisions of this Agreement, from continuing to hold or vote such
previously acquired assignments and participations or from closing an assignment or participation interest sale for which the “trade
date” has previously occurred on the terms set forth herein for Lenders that are not Disqualified Lenders.


 


“Documentation
Agents” means the Persons identified as such on the cover page to this Agreement, in their respective capacities
as Documentation Agents under this Agreement.






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“Documentation
Agents” means (i) with respect to the Facilities provided on the Closing Date, Barclays Bank PLC, The Bank of Nova Scotia,
Coöperatieve Rabobank U.A., New York Branch and Industrial and Commercial Bank of China Limited, New York Branch, in their
respective capacities as Documentation Agents under this Agreement and (ii) with respect to the 2021 Refinancing Amendment, BNP
Paribas, Coöperatieve Rabobank U.A., New York Branch, HSBC Bank USA, N.A., Industrial and Commercial Bank of China Limited,
New York Branch, PNC Bank, National Association, The Bank of Nova Scotia, The Huntington National Bank, The Northern Trust Company
and U.S. Bank National Association in their capacities as Co-Documentation Agents under the 2021 Refinancing Amendment.


 


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


 


“Dollar Equivalent” means,
on any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
in any other currency, the equivalent in Dollars of such amount, determined by the Administrative Agent or any L/C Issuer, as applicable,
pursuant to ‎Section 1.08 using the Exchange Rate with respect to such currency
at the time in effect under the provisions of such Section.


 


“Domestic Foreign Holding Company”
means a Domestic Subsidiary substantially all of whose assets consist (directly or indirectly through entities that are disregarded
for United States federal income tax purposes) of the Equity Interests and/or Indebtedness of one or more CFCs.


 


“Domestic Subsidiary” means
any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.


 


“Early
Opt-in Election” means, if the then-current Benchmark is Eurocurrency Rate, the occurrence of:


 


(1)       a
notification by the Administrative Agent to (or the request by the Lead Borrower to the Administrative Agent to notify) each of
the other parties hereto that syndicated credit facilities denominated in the applicable currency being executed at such time,
or that include language similar to that contained in Section 2.18 are being executed or amended, as applicable, to incorporate
or adopt a new benchmark interest rate to replace the Eurocurrency Rate, and


 


(2)       the
joint election by the Administrative Agent and the Lead Borrower to trigger a fallback from Eurocurrency Rate and the provision
by the Administrative Agent of written notice of such election to the Lenders.


 


“ECF Percentage” has the
meaning specified in ‎Section 2.05(b)(i).


 


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


 


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



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“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.


 


“Effective Yield” means,
with respect to any term loan facility or other term loans, as of any date of determination, the sum of (i) the higher of (A) the
Eurocurrency Rate on such date for a deposit in Dollars with a maturity of one month and (B) the Eurocurrency rate “floor,”
if any, with respect thereto as of such date, (ii) the Applicable Rate (or other applicable margin) as of such date for Eurocurrency
Rate Loans (or other loans that accrue interest by reference to a similar reference rate) and (iii) the amount of original issue
discount and upfront fees thereon (converted to yield assuming a four-year average life and without any present value discount),
but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not
shared with all lenders or holders of such term loan facility or other term loans; provided that the amounts set forth in
clauses (i) and (ii) above for any term loans that are not incurred under this Agreement shall be based on the stated
interest rate basis for such term loans.


 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and
adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Eligible Assignee” means
any Assignee permitted by and consented to in accordance with ‎Section 10.07(b).


 


“Environment” means ambient
air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as
wetlands, flora and fauna.


 


“Environmental Laws” means
any and all applicable Laws relating to pollution, the protection of the environment, natural resources or to the generation, transport,
storage, disposal, use, handling, treatment, Release or threat of Release of any hazardous materials or substances or, to the extent
relating to exposure to hazardous materials or substances, human health.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities) of any Loan Party or any of its respective Subsidiaries directly or indirectly resulting from or related to (a)
any Environmental Law, (b) the generation, use, disposal, handling, transportation, storage or treatment of any Hazardous Materials,
(c) exposure of any Person to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e)
any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of
the foregoing.


 


“Equity Interests” means,
with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital
stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for
the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as a single
employer within the meaning of Section 414 of the Code or Section 4001 of ERISA. For the avoidance of doubt, when any provision
of





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this Agreement relates to a past event or period of time, the term “ERISA Affiliate” includes any person who was,
as to the time of such past event or period of time, an “ERISA Affiliate” within the meaning of the preceding sentence.


 


“ERISA Event” means (a)
a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a failure to satisfy
the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to a Pension Plan, whether or not
waived, or a failure to make any required contribution to a Multiemployer Plan; (d) a complete or partial withdrawal by any Loan
Party or any ERISA Affiliate from a Multiemployer Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition
of Withdrawal Liability or notification that a Multiemployer Plan is insolvent or in reorganization within the meaning of Title
IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA; (e) the filing of a notice of intent
to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA,
or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (h) a determination that any Pension Plan is,
or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A)
of the Code); or (i) the occurrence of a non-exempt “prohibited transaction” with respect to any Pension Plan (within
the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Loan Party.


 


“ESTR”
means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by
the ESTR Administrator on the ESTR Administrator’s Website.


 


“ESTR
Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate). 


 


“ESTR
Administrator’s Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or
any successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.


 


“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.


 


“EURIBOR
Interpolated Rate” means, at any time, with respect to any Eurocurrency Rate Loan denominated in Euro and for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative
Agent (which determination shall be conclusive and binding absent manifest error) to be
equal to the rate that results from interpolating on a linear
basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that
is shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the
EURIBOR Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time;
provided that, if any EURIBOR Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.





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“EURIBOR
Rate” means, with respect to any Eurocurrency Rate Loan denominated in Euros and for any Interest Period, the EURIBOR Screen
Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that,
if the EURIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest
Period”) with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.


 


“EURIBOR
Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person
which takes over the administration of that rate) for the
relevant period displayed (before any correction, recalculation
or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page
which displays that rate)] or on the appropriate page of such other information service which publishes that rate from time to
time in place of Thomson Reuters as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period.
If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant
rate after consultation with the Company. If the EURIBOR Screen Rate shall be less than zero, the EURIBOR Screen Rate shall be
deemed to be zero for purposes of this Agreement. 


 


“Euro” and “€”
means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community,
as such treaty may be amended from time to time and as referred to in the European Monetary Union legislation.


 


“Eurocurrency Rate” means,
for any Interest Period with respect to any Eurocurrency Rate Loan:


 


(1)        with
respect to any Eurocurrency BorrowingRate
Loan in Dollars, or
British Pound Sterling or Euro and for any Interest Period, the Eurocurrency Screen
Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that
if the Eurocurrency Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”)
with respect to the applicable currency then the Eurocurrency Rate shall be the Interpolated Rate; and


 


(2)
       with respect to
any Eurocurrency Rate Loan in Euro and for any Interest Period, the EURIBOR Rate; and


 


(23)with
respect to any other currency that becomes a Revolving Alternative Currency following the Closing Date, such reference rate for
loans or deposits in such currency for such Interest Period as the Administrative Agent, the Lead Borrower and the Revolving Credit
Lenders shall agree.


 


“Eurocurrency Rate Loan”
means a Loan that bears interest at a rate based on the Eurocurrency Rate.


 


“Eurocurrency Screen Rate”
means, for any day and time, with respect to any Eurocurrency BorrowingRate
Loan in Dollars, or
British Pound Sterling or Euro and for any Interest Period, the London interbank
offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate
for the applicable currency) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01
or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen,
on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate from time to time as selected by the





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Administrative Agent in its reasonable discretion);
provided that if the Eurocurrency Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 


“Event of Default” has
the meaning specified in ‎Section 8.01.


 


“Excess Cash Flow” means,
for any period, an amount equal to the excess of:


 


(a)          the sum, without duplication, of:


 


(i)         Consolidated Net Income for such period;


 


(ii)        an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in
arriving at such Consolidated Net Income and all cash credits to the extent deducted in arriving at such Consolidated Net Income;


 


(iii)       decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions by the
Companies and the Restricted Subsidiaries completed during such period or the application of purchase accounting);


 


(iv)       an amount equal to the aggregate net non-cash loss on Dispositions by the Companies and the Restricted Subsidiaries during
such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated
Net Income; and


 


(v)        cash receipts in respect of Swap Contracts during such period to the extent not otherwise included in Consolidated Net Income;
over


 


(b)          the sum, without duplication, of:


 


(i)         an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges
to the extent included in arriving at such Consolidated Net Income;


 


(ii)        without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital
Expenditures or acquisitions made in cash during such period, except to the extent that such Capital Expenditures or acquisitions
were financed with the proceeds of an incurrence or issuance of Indebtedness of the Companies or the Restricted Subsidiaries;


 


(iii)       the aggregate amount of all principal payments of Indebtedness of the Companies and the Restricted Subsidiaries (including
(A) the principal component of Capitalized Lease Obligations and (B) the amount of repayments of Term Loans pursuant to ‎Section
2.07(a) and any mandatory prepayment of Term Loans pursuant to ‎Section
2.05(b) to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in
excess of the amount of such increase but excluding (X) all other prepayments of Term Loans, (Y) all prepayments under the Revolving
Credit Facility and (Z) all prepayments in respect of any other revolving credit facility, except, in the case of clause (Z),
to the extent there is an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent
financed with



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the proceeds of an incurrence or issuance of other Indebtedness of the Companies or the Restricted Subsidiaries;


 


(iv)       an amount equal to the aggregate net non-cash gain on Dispositions by the Companies and the Restricted Subsidiaries during
such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated
Net Income;


 


(v)        increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the
Companies and the Restricted Subsidiaries completed during such period or the application of purchase accounting);


 


(vi)       cash payments by the Companies and the Restricted Subsidiaries during such period in respect of long-term liabilities of
the Companies and the Restricted Subsidiaries other than Indebtedness (including such Indebtedness specified in clause (b)(iii)
above);


 


(vii)      without duplication of amounts deducted pursuant to clause (xi) below in prior periods, the amount of Investments
and acquisitions made during such period pursuant to ‎Section 7.02 (other
than ‎Section 7.02(a), ‎(d) and ‎(n))
except to the extent that such Investments and acquisitions were financed with the proceeds of an incurrence or issuance of Indebtedness
of any of the Companies or the Restricted Subsidiaries;


 


(viii)     the amount of Restricted Payments paid during such period pursuant to ‎Section
7.06 (other than ‎Section 7.06(a) (solely in respect of amounts paid
to the Companies or a Restricted Subsidiary), ‎(b) and ‎(k))
except to the extent that such Restricted Payments were financed with the proceeds of an incurrence or issuance of Indebtedness
of the Companies or the Restricted Subsidiaries;


 


(ix)        the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Companies and the Restricted
Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness except to the extent
that such amounts were financed with the proceeds of an incurrence or issuance of Indebtedness of the Companies or the Restricted
Subsidiaries;


 


(x)         the aggregate amount of expenditures actually made by the Companies and the Restricted Subsidiaries in cash during such
period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during
such period and were not financed with the proceeds of an incurrence or issuance of Indebtedness of the Companies or the Restricted
Subsidiaries;


 


(xi)        without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to
be paid in cash by the Companies or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”)
entered into prior to or during such period relating to Permitted Acquisitions, Capital Expenditures or acquisitions to be consummated
or made during the period of four consecutive fiscal quarters of Parent following the end of such period except to the extent intended
to be financed with the proceeds of an incurrence or issuance of other Indebtedness of the Companies or the Restricted Subsidiaries;
provided that to the extent the aggregate amount utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions
during such period of four consecutive fiscal



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quarters is less than the Contract Consideration, the amount of such shortfall, shall
be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters;


 


(xii)       the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication)
in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period;
and


 


(xiii)      cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated
Net Income.


 


“Exchange Act” means the
Securities Exchange Act of 1934.


 


“Exchange Rate” means,
on any day, for purposes of determining the Dollar Equivalent of any currency other than Dollars, the rate at which such other
currency may be exchanged into Dollars at the time of determination on such day on the Reuters WRLD Page for such currency. In
the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent or any L/C Issuer, as
applicable, and the Lead Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange of the Administrative Agent or any L/C Issuer, as applicable, in the market where its foreign
currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative
Agent or any L/C Issuer, as applicable, shall elect after determining that such rates shall be the basis for determining the Exchange
Rate, on such date for the purchase of Dollars for delivery two Business Days later, provided that if at the time of any
such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it
deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded Contribution”
means Net Cash Proceeds received by a Company as capital contributions to the Equity Interests (other than through the issuance
of Disqualified Equity Interests or any Cure Amount) of such Company after the Closing Date or from the issuance or sale (other
than to a Restricted Subsidiary or an employee stock ownership plan or trust established by a Company or any Subsidiary of such
Company for the benefit of their employees to the extent funded by such Company or any Restricted Subsidiary) of Equity Interests
(other than Disqualified Equity Interests or any Cure Amount) of a Company, in each case, to the extent designated as an Excluded
Contribution pursuant to an certificate from a Responsible Officer of the applicable Company concurrently with such contribution
or issuance.


 


“Excluded Equity” means
Equity Interests (i) subject to Section 2.01 of the Security Agreement, of any Domestic Subsidiary and Excluded Foreign Subsidiary
Equity (as defined in the Security Agreement), (ii) of any Unrestricted Subsidiary, (iii) of any Subsidiary acquired pursuant to
a Permitted Acquisition financed with Indebtedness permitted pursuant to ‎Section
7.03(v) if such Equity Interests are pledged and/or mortgaged as security for such Indebtedness and if and for so long as the
terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (iv) of any Foreign Subsidiary or
Domestic Foreign Holding Company in excess of 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary
or Domestic Foreign Holding Company, (v) of any Subsidiary with respect to which the Administrative Agent and Lead Borrower have
determined in their reasonable judgment and agreed in writing that the costs of providing a pledge of such Equity Interests or
perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties therefrom, (vi) of any captive insurance
companies, not-for-profit Subsidiaries, special purpose entities



    -35- 


     


    





(including any entity used to effect a Permitted Receivables Financing),
(vii) of any Subsidiary outside the United States the pledge of which is prohibited by applicable Laws or which would reasonably
be expected to result in a violation or breach of, or conflict with, fiduciary duties of such Subsidiary’s officers, directors
or managers and (viii) of any direct Subsidiary of the Parent.


 


“Excluded Property” means
(i), subject to Section 6.12, any fee-owned real property and any leasehold interests in real property (it being understood
that no action shall be required with respect to creation or perfection of security interests with respect to such leases, including
to obtain landlord waivers, estoppels or collateral access letters), (ii) motor vehicles and other assets subject to certificates
of title, to the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement, letter of credit rights
to the extent a Lien thereon cannot be perfected by the filing of a UCC and commercial tort claims, (iii) assets for which a pledge
thereof or a security interest therein is prohibited by applicable Laws, (iv) margin stock, (v)  any lease, license or
other agreements, or any property subject to a purchase money security interest, Capitalized Lease Obligation or similar arrangements,
in each case to the extent permitted under the Loan Documents, to the extent that a pledge thereof or a security interest therein
would violate or invalidate such lease, license or agreement, purchase money, Capitalized Lease or similar arrangement, or create
a right of termination in favor of any other party thereto (other than a Borrower or a Guarantor) after giving effect to the applicable
anti-assignment clauses of the Uniform Commercial Code and applicable Laws, other than the proceeds and receivables thereof the
assignment of which is expressly deemed effective under applicable Laws notwithstanding such prohibition, (vi) any intent-to-use
trademark application in the United States prior to the filing of a “Statement of Use” or “Amendment to Allege
Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant, attachment,
or enforcement of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application
under applicable Federal law, (vii) Excluded Equity and (viii) subject to Sections 2.01 and 3.01 of the Security Agreement, any
loans or debt securities for which the Parent or any Subsidiary is the obligor.


 


“Excluded Subsidiary” means
(a) each Subsidiary listed on Schedule 1.01B hereto, (b) any Subsidiary that is prohibited by applicable Law or by
any contractual obligation existing on the Closing Date (or, if later, the date such Subsidiary first becomes a Subsidiary) but,
solely to the extent such obligation is not entered into in contemplation thereof, from guaranteeing the Obligations or which would
require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent,
approval, license or authorization has been received (provided that each such Restricted Subsidiary shall cease to be an
Excluded Subsidiary under this clause (b) if such prohibition or contractual obligation, as applicable, no longer exists),
(c) [reserved], (d) any Foreign Subsidiary, Domestic Foreign Holding Company or Subsidiary of a Foreign Subsidiary, (e) any Restricted
Subsidiary acquired pursuant to a Permitted Acquisition that, at the time of such Permitted Acquisition, has assumed secured Indebtedness
not incurred in contemplation of such Permitted Acquisition and each Restricted Subsidiary that is a Subsidiary thereof that guarantees
such Indebtedness to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (provided
that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness
is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness
or such prohibition no longer exists, as applicable), (f) any Immaterial Subsidiary or Unrestricted Subsidiary, (g) captive
insurance companies, (h) not-for-profit Subsidiaries, (i) special purpose entities (including any entity used to effect any Permitted
Receivables Financing), (j) any non-Wholly-Owned Subsidiary and (k) any other Subsidiary with respect to which, in the reasonable
judgment of the Administrative Agent (confirmed in writing by notice to the Lead Borrower), the cost or other consequences (including
any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders
therefrom.



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“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and solely to the extent that, all or a portion of the Guarantee
of such Guarantor of, or the grant by such Guarantor of a security interest pursuant to the Collateral Documents to secure, such
Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of
such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective
with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant”
at such time.


 


“Excluded Taxes” means,
with respect to any Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any
obligation of any Loan Party under any Loan Document, (a) Taxes imposed on or measured by net income, franchise Taxes and branch
profits Taxes imposed by any jurisdiction as a result of a present or former connection of such Agent, Lender, L/C Issuer or other
recipient, as the case may be, with such jurisdiction (including as a result of being resident or being deemed to be resident,
being organized, maintaining an Applicable Lending Office or carrying on business or being deemed to carry on business in such
jurisdiction) (other than any connection arising solely from the recipient having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) any withholding
Tax resulting from a failure of a Lender to comply with ‎Section 3.01(f) or ‎Section
3.01(h), (c) any U.S. federal withholding Tax imposed pursuant to FATCA, (d) any U.S. federal backup withholding imposed pursuant
to Section 3406 of the Code and (e) in the case of a Lender or L/C Issuer, (other than an assignee pursuant to a request by the
Lead Borrower under ‎Section
3.03), U.S. withholding Taxes imposed on amounts payable to or for the account of such Lender or L/C Issuer with respect to
an applicable interest in a Loan, L/C Borrowing or Commitment pursuant to a law in effect on the date on which (i) such Lender
or L/C Issuer acquires such interest in the Loan, L/C Borrowing or Commitment or (ii) such Lender or L/C Issuer changes its lending
office, except in the case of each of the preceding clauses (i) and (ii) to the extent that such Lender or L/C Issuer (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts for such
Taxes pursuant to ‎Section 3.01.


 


“Existing Letters of Credit”
has the meaning specified in Section 2.03(a)(i).


 


“Extended Revolving Credit Commitment”
has the meaning specified in ‎Section 2.15(a).


 


“Extended Term Loans” has
the meaning specified in ‎Section 2.15(a).


 


“Extension” has the meaning
specified in ‎Section 2.15(a).


 


“Extension Offer” has the
meaning specified in ‎Section 2.15(a).


 


“Facility” means a Class
of Term Loans or a Revolving Credit Facility, as the context may require.


 


“FATCA” means current Sections
1471 through 1474 of the Code (and any amended or successor version that is substantively comparable that is not materially more
onerous to comply with) or any current or future Treasury regulations with respect thereto or other official administrative interpretations
thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described
above), any applicable intergovernmental agreement



    -37- 


     


    



entered into between the United States and any other Governmental Authority
in connection with the implementation of the foregoing, and any fiscal or regulatory legislation, rules, or official practices
adopted pursuant to any such intergovernmental agreement.


 


“Federal Funds Effective Rate”
means, for any day, the rate calculated by the New York Fed based on such day’s federal funds transactions by depositary
institutions (as determined in such manner as the New York Fed shall set forth on its public website from time to time) and published
on the next succeeding Business Day by the New York Fed as an overnight bank funding rate (from and after such date as the New
York Fed shall commence to publish such composite rate).


 


“Fee Letter” means each
Fee Letter dated on or around May 20, 2016, among the Borrowers and one or more Lead Arrangers, as amended, supplemented or otherwise
modified from time to time.


 


“Financial CovenantsCovenant”
means the covenantscovenant
set forth in ‎Section 7.09.


 


“Financial
Covenant Step-Up” has the meaning specified in Section 7.09.


 


“First Lien Senior Secured Leverage
Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (other
than any portion of Consolidated Total Debt that is unsecured orthat
is secured solely by a Lien on
the Collateral that is junior topari
passu with the Liens securing the Obligations) as of the last day of
such Test Period to (b) Consolidated EBITDA of the Companies for such Test Period.


 


“Fixed Amounts” has the
meaning specified in ‎Section 1.09(b).


 


“Fixed Charge Coverage Ratio”
means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA of the Group for such Test Period to (b) Fixed
Charges (disregarding clauses (d) and (e) of such definition) of the Group for such period.


 


“Fixed Charges” means,
with respect to any Person for any period, the sum of:


 


(a)           Consolidated Interest Expense of such Person for such period; plus




 


(b)           all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock of any Restricted
Subsidiary of such Person made during such period; plus


 


(c)           all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Equity Interests
of such Person or any Restricted Subsidiary of such Person made during such period; plus


 


(d)           Rental Expense; plus


 


(e)           scheduled payments of principal of Indebtedness of such Person or its Restricted Subsidiaries.


 


“Flood Insurance Laws”
means, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance
Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto and related
legislation, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor



    -38- 


     


    



statute thereto and (iii)
the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


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


 


“Foreign Plan” means any
employee benefit plan, program, policy, arrangement or agreement maintained or contributed to or by, or entered into with, any
Loan Party or any Restricted Subsidiary with respect to employees outside the United States.


 


“Foreign Plan Event” shall
mean, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable
law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make
the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments,
(c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension
Plan or to appoint a trustee or similar official to administer any such Foreign Pension
Plan, or alleging the insolvency of any such Foreign Pension Plan,
(d) the incurrence of any liability in excess of $1,000,000 by any of the Companies or their Subsidiaries under applicable law
on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating
employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably
be expected to result in the incurrence of any liability by Companies or their Subsidiaries, or the imposition on Companies or
their Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in
excess of $1,000,000.


 


“Foreign Subsidiary” means
any direct or indirect Restricted Subsidiary of the Companies which is not a Domestic Subsidiary.


 


“Franchisee” means any
Person, other than Parent or any Group Member, that directly or indirectly owns or operates or is approved by Parent or any Group
Member to, directly or indirectly, own or operate a restaurant that is branded as Taco Bell, KFC, Pizza Hut or any other brand
operated by Parent or any Group Member.


 


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


 


“Fronting Fee” has the
meaning specified in ‎Section 2.03(h).


 


“Fund” means any Person
(other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.


 


“Funded Debt” means all
Indebtedness of the Companies and the Restricted Subsidiaries for borrowed money that matures more than one year from the date
of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date
more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders
to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.



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“GAAP” means generally
accepted accounting principles in the United States, as in effect from time to time, except that with respect to the definition
of Capitalized Lease Obligations “GAAP” shall mean generally accepted accounting principles in the United States as
in effect on the Closing Date; provided that (A) if the Lead Borrower notifies the Administrative Agent that the Lead Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Lead Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP
as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith, (B) at any time after the Closing Date, the Lead Borrower may elect, upon
notice to the Administrative Agent, to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references
herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided herein), including as to the ability of
the Lead Borrower or the Required Lenders to make an election pursuant to clause (A) of this proviso, (C) any election made
pursuant to clause (B) of this proviso, once made, shall be irrevocable, (D) any calculation or determination in this Agreement
that requires the application of GAAP for periods that include fiscal quarters ended prior to the Lead Borrower’s election
to apply IFRS shall remain as previously calculated or determined in accordance with GAAP and (E) the Lead Borrower may only make
an election pursuant to clause (B) of this proviso if it also elects to report any subsequent financial reports required
to be made by the Lead Borrower, including pursuant to Sections ‎6.01(a)
and ‎(b), in IFRS.


 


“Goldman Sachs” means Goldman
Sachs Bank USA.


 


“Governmental Authority”
means any nation or government, any state, provincial, country, territorial or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, administrative tribunal, 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).


 


“Granting Lender” has the
meaning specified in ‎Section 10.07(h).


 


“Group” means the Companies
and the Restricted Subsidiaries, collectively.


 


“Group Member” means any
of the Companies or any of their Restricted Subsidiaries individually.


 


“Guarantee Obligations”
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the
 “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect
of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation,
(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or
cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or
(iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary
obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of



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such Person securing any Indebtedness or other monetary obligation of any other Person, whether
or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any
holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee Obligations” shall not
include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable
indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets
permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation
shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by the guaranteeing Person in good faith.


 


“Guarantees” has the meaning
specified in the definition of “Collateral and Guarantee Requirement.”


 


“Guarantors” has the meaning
specified in the definition of “Collateral and Guarantee Requirement.” For avoidance of doubt, the Lead Borrower, in
its sole discretion may cause any Restricted Subsidiary that is not a Guarantor to Guarantee the Obligations by causing such Restricted
Subsidiary to execute and deliver to the Administrative Agent a Guaranty Supplement (as defined in the Guaranty), and any such
Restricted Subsidiary shall thereafter be a Guarantor, Loan Party and Subsidiary Guarantor hereunder for all purposes; provided
that if such Restricted Subsidiary is not organized in the U.S., the jurisdiction or organization of such Restricted Subsidiary
shall be reasonably satisfactory to the Collateral Agent if acting as Collateral Agent or entering into Loan Documents with Subsidiaries
in such jurisdiction is prohibited by applicable Law or would expose the Collateral Agent, in its capacity as such, to material
additional liabilities.


 


“Guaranty” means, collectively,
(a) the Guaranty substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered
pursuant to ‎Section 6.10.


 


“Hazardous Materials” means
all explosive or radioactive substances or wastes, and all other, pollutants, contaminants, hazardous substances or wastes of any
nature, regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas and toxic mold.


 


“Hedge Bank” means any
Person that is a Lender, an Agent or an Affiliate of the foregoing on the Closing Date, on
the 2021 Refinancing Amendment Effect Date or at the time it enters into a Swap Contract with a Loan Party or any Restricted
Subsidiary.


 


“Honor Date” has the meaning
specified in ‎Section 2.03(c)(i).


 


“IFRS” means International
Financial Reporting Standards as adopted in the European Union.


 


“Immaterial Subsidiary”
means, at any date of determination, each Restricted Subsidiary of any Company that has been designated by the Lead Borrower in
writing to the Administrative Agent as an “Immaterial Subsidiary” for purposes of this Agreement (and not redesignated
as a Material Subsidiary as provided below), provided that (a) for purposes of this Agreement, at no time shall (i) the
total assets of (x) any Immaterial Subsidiary at the
last day of the most recent Test Period equal or exceed 5.0%
of the consolidated total assets of the Companies and the Restricted Subsidiaries at such date or (y) all Immaterial
Subsidiaries at the last day of the most recent Test Period equal or exceed 2.507.50%
of the consolidated total assets of the Companies and the Restricted Subsidiaries at such date or (ii) the gross





    -41- 


     


    



revenues for such
Test Period of (x) any Immaterial Subsidiary equal or exceed 5.0% of
the consolidated gross revenues of the Companies and the Restricted Subsidiaries for such period or (y) all Immaterial
Subsidiaries equal or exceed 2.507.50%
of the consolidated gross revenues of the Companies and the Restricted Subsidiaries for such period, in each case determined on
a consolidated basis in accordance with GAAP, (b) the Lead Borrower shall not designate any new Immaterial Subsidiary if such designation
would not comply with the provisions set forth in clause (a) above, and (c) if the total assets or gross revenues of all
Restricted Subsidiaries so designated by the Lead Borrower as “Immaterial Subsidiaries” (and not redesignated as “Material
Subsidiaries”) shall at any time exceed the limits set forth in clause (a) above, then all such Restricted Subsidiaries
shall be deemed to be Material Subsidiaries unless and until the Lead Borrower shall redesignate one or more Immaterial Subsidiaries
as Material Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result thereof, the total assets
and gross revenues of all Restricted Subsidiaries still designated as “Immaterial Subsidiaries” do not exceed such
limits; and provided, further, that the Lead Borrower may designate and re-designate a Restricted Subsidiary as an
Immaterial Subsidiary at any time, subject to the terms set forth in this definition. The Immaterial Subsidiaries as of the Closing
Date are set forth on Schedule 1.01E.


 


“Impacted
EURIBOR Rate Interest Period” has the meaning assigned to such term in the definition of “EURIBOR Rate.”


 


“Impacted Interest Period”
has the meaning assigned to it in the definition of “Eurocurrency Rate.”


 


“Incremental Facilities”
has the meaning specified in ‎Section 2.14(a).


 


“Incremental Facility Amendment”
has the meaning specified in ‎Section 2.14(d).


 


“Incremental Facility Closing Date”
has the meaning specified in ‎Section 2.14(d).


 


“Incremental
Maturity Carveout” means Indebtedness in an aggregate outstanding principal amount not to exceed (a) the greater of (i) $800,000,000
and (ii) 50% of LTM EBITDA minus (b) the aggregate outstanding principal amount of Indebtedness incurred under Section 2.14 or
Section 7.03(r), (t) or (v).


 


“Incremental Revolving Credit Commitments”
has the meaning specified in ‎Section 2.14(a).


 


“Incremental Revolving Lender”
has the meaning specified in ‎Section 2.14(d).


 


“Incremental Term Loans”
has the meaning specified in ‎Section 2.14(a).


 


“Incurrence Based Amounts”
has the meaning specified in ‎Section 1.09(b).


 


“Indebtedness” means, as
to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 


(a)         all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes,
loan agreements or other similar instruments;


 


(b)         the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters
of credit (including standby and commercial),





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banker’s acceptances, bank guaranties, surety bonds, performance bonds and
similar instruments issued or created by or for the account of such Person;


 


(c)         net obligations of such Person under any Swap Contract;


 


(d)         all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts
payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance
sheet of such Person in accordance with GAAP and if not paid within thirty (30) days after becoming due and payable);


 


(e)         indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond,
industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or
is limited in recourse;


 


(f)          all Attributable Indebtedness;


 


(g)         all obligations of such Person in respect of Disqualified Equity Interests; and


 


(h)         all Guarantee Obligations of such Person in respect of any of the foregoing.


 


For all purposes hereof, the Indebtedness
of any Person shall (A) include the Indebtedness of any partnership
or joint venture (other than a joint venture that is itself a corporation, company, or limited liability company) in which such
Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise
limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and
(B) in the case of the Parent or any of its Subsidiaries, exclude all intercompany Indebtedness either (x) having a term not exceeding
364 days (inclusive of any roll-over or extension of terms) and made in the ordinary course of business consistent with past practice
or (y) in accordance with any “cash pooling” arrangement entered into in the ordinary course of business.
The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as
of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser
of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value (as determined in good faith by the Borrowers)
of the property encumbered thereby as determined by such Person in good faith. For the avoidance of doubt, “Indebtedness”
shall not include any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease
under GAAP as in effect on the Closing Date or any prepayments of deposits received from clients or customers in the ordinary course
of business or consistent with past practice.


 


“Indemnified Liabilities”
has the meaning specified in ‎Section 10.05.


 


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


 


“Indemnitees” has the meaning
specified in ‎Section 10.05.


 


“Information” has the meaning
specified in ‎Section 10.08.





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“Interest Payment Date”
means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds
three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity
Date of the Facility under which such Loan was made.


 


“Interest Period” means,
as to each Eurocurrency Rate Loan, the period commencing on the date such Loan is disbursed or converted to or continued as a Eurocurrency
Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by each Lender of such Eurocurrency
Rate Loan, twelve months thereafter as selected by the Lead Borrower in the applicable Committed Loan Notice; provided that:


 


(a)        any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day;


 


(b)        any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and


 


(c)        no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.


 


“Interpolated Rate” means,
at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the Eurocurrency
Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error)
to be equal to the rate that results from interpolating on a linear basis between: (a) the Eurocurrency Screen Rate for the longest
period for which the Eurocurrency Screen Rate is available for the applicable currency that is shorter than the Impacted Interest
Period; and (b) the Eurocurrency Screen Rate for the shortest period (for which that Eurocurrency Screen Rate is available for
the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.


 


“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition
of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee Obligation
with respect to any Obligationobligation
of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership
or joint venture interest in such other Person (excluding,
in the case of the
Parent or any of its Subsidiaries, any intercompany loans, advances or capital contributions made either (x) having a term not
exceeding 364 days (inclusive of any roll-over or extension of terms) and made in the ordinary course of business consistent with
past practice or (y) in accordance with any “cash pooling” arrangement entered into in the ordinary course of business)
or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the
property and assets or business of another Person or assets constituting a business unit, line of business or division of such
Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment.



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“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB- (or
the equivalent) by Fitch, Inc.


 


“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.


 


“ISP” means, with respect
to any Letter of Credit, the “International Standby Practices  1998” published by the Institute of International
Banking Law & Practice, Inc.  (or such later version thereof as may be in effect at the time of issuance).


 


“IP Rights” has the meaning
specified in ‎Section 5.14.


 


“JPMCB” has the meaning
specified in the introductory paragraph to this Agreement.


 


“Judgment Currency” has
the meaning specified in ‎Section 10.17.


 


“Junior
Debt” means Indebtedness incurred by a Loan Party that is
(i) secured by Liens ranking junior to the Liens securing Indebtedness under the Loan Documents
or (ii) Subordinated Debt.


 


“Junior
Debt Documents” means any agreement,
indenture or instrument pursuant to which any Junior Debt
is issued, in each case as amended to the extent permitted under the Loan Documents.


 


“JV Entity” means any joint
venture of any of the Companies or any Restricted Subsidiary that is not a Subsidiary.


 


“Latest Maturity Date”
means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including
the latest maturity date of any Extended Revolving Credit Commitment or Extended Term Loan or Incremental Term Loan, in each case
as extended in accordance with this Agreement from time to time.


 


“Laws” means, collectively,
all international, foreign, federal, state, provincial and local laws (including common laws), statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority.


 


“L/C Advance” means, with
respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with
its Applicable Percentage.


 


“L/C Borrowing” means an
extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date
or refinanced as a Revolving Credit Borrowing. The amount of any L/C Borrowing made by an L/C Issuer in a Revolving Alternative
Currency and not reimbursed by the Borrowers shall be determined as set forth in ‎Section
2.03(c).


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase
of the amount thereof.





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“L/C Issuer” means (i)
JPMCB or any of its Affiliates selected by JPMCB, (ii) Goldman Sachs or any of its Affiliates selected by Goldman Sachs, (iii)
Citibank, N.A. or any of its Affiliates selected by Citibank, N.A., (iv) Wells Fargo Bank, National Association or any of its Affiliates
selected by Wells Fargo Bank, National Association or,
(v) Bank of America, N.A. or any of its Affiliates selected by Bank
of America, N.A. or (vi) any other Lender (or any of its Affiliates) that becomes an L/C Issuer in accordance with ‎Section
2.03(j) or ‎Section 10.07(j); in the case of each of clause (i)
through (ivv)
above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


“L/C Issuer Sublimit” means,
(i) with respect to JPMCB, $40,000,000, (ii) with respect to Goldman Sachs, $40,000,000, (iii) with respect to Citibank, N.A.,
$40,000,000, (iv) with respect to Wells Fargo Bank, National Association, $40,000,000 and,
(v) with respect to Bank of America, N.A., $40,000,000 and (vi)
with respect to any L/C Issuer described in clause (vvi)
of the definition thereof, such amount as may be agreed between such L/C Issuer
and the Borrowers.


 


“L/C Obligation” means,
as at any date of determination, the aggregate Dollar Equivalent maximum amount then available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings.
For all purposes under this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Rule 3.13 or 3.14 of the ISP, the “Outstanding Amount”
of such Letter of Credit shall be deemed to be the amount so remaining available to be drawn. The L/C Obligation of any Revolving
Credit Lender at any time shall be its Applicable Percentage of the aggregate L/C Obligations at such time.


 


“LCA Election” has the
meaning specified in ‎Section 1.09(a).


 


“LCA Test Date” has the
meaning specified in ‎Section 1.09(a).


 


“Lead Arrangers” means
(i) with respect to the Facilities provided on the Closing Date, JPMorgan Chase Bank, N.A., Goldman Sachs, Citigroup Global Markets
Inc. and Wells Fargo Securities, LLC in their capacities as Joint Lead Arrangers and Joint Bookrunners under this Agreement and
(ii) with respect to the 20182021
Refinancing Amendment, JPMorgan Chase Bank, N.A., Bank of America, N.A.,
Citigroup Global Markets Inc.,
Goldman Sachs, Wells Fargo Securities, LLC, Goldman Sachs and Citigroup Global Markets
IncBarclays Bank PLC, Capital One, National Association,
Fifth Third Bank, National Association, ING Capital LLC and MUFG Bank, Ltd. in their capacities as Joint Lead Arrangers
and Joint Bookrunners under the 20182021
Refinancing Amendment.


 


“Lead Borrower” means KFC
Holding Co.


 


“Lender” has the meaning
specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line
Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”


 


“Lender-Related
Person” has the meaning specified in ‎Section 10.05.


 


“Lender Participation Notice”
has the meaning specified in ‎Section 2.05(d)(iii).


 


“Letter of Credit” means
any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Notwithstanding
anything to the contrary herein, Goldman Sachs shall only be required to issue standby letters of credit hereunder.





    -46- 


     


    



“Letter of Credit Application”
means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by
the relevant L/C Issuer.


 


“Letter of Credit Expiration Date”
means, for Letters of Credit under the Revolving Credit Facility, the day that is five (5) Business Days prior to the scheduled
Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business
Day).


 


“Letter of Credit Sublimit”
means an amount equal to the lesser of (a) $160,000,000200,000,000
and (b) the aggregate amount of the Revolving Credit Commitments.


 


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


 


“Lien” means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, assignment (by way of security
or otherwise), deemed trust, or preference, priority or other security interest or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).


 


“Limited Condition Acquisition”
means any acquisition, including by way of merger, by one or more of the Companies and/or the Restricted Subsidiaries permitted
pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.


 


“Loan” means an extension
of credit by a Lender to a Borrower under ‎Article 2 in the form of a Term
Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loans, any Extended Term Loans, loans made pursuant
to any Incremental Revolving Credit Commitment or loans made pursuant to Extended Revolving Credit Commitments).


 


“Loan Documents” means,
collectively, (i) this Agreement, (ii) the Notes, (iii) each Guaranty, (iv) the Collateral Documents, and (v) each Letter of Credit
Application, in each case as amended.


 


“Loan Parties” means, collectively,
(i) each of the Companies and (ii) each of the Subsidiary Guarantors.


 


“Local Time” means (a)
local time in New York City, with respect to the times for (i) the determination of “Dollar Equivalent” and (ii) the
receipt and sending of notices by and to and the disbursement by or payment to the Administrative Agent, any L/C Issuer or Lender
with respect to Loans and Letters of Credit denominated in Dollars; (b) local time in London, England, with respect to the time
for the receipt and sending of notices by and to the Administrative Agent, any L/C Issuer or any Lender with respect to Loans and
Letters of Credit denominated in Euro and British Pound Sterling; (c) local time in London, England, with respect to the disbursement
by or payment to the Administrative Agent or any Lender with respect to Loans and Letters of Credit denominated in Euro and British
Pound Sterling; (d) local time in such other jurisdiction as the Administrative Agent may specify with respect to the disbursement
by or payment to the Administrative Agent or any Lender with respect to Loans and Letters of Credit denominated in any other Revolving
Alternative Currency; and (f) in all other circumstances, New York, New York time.


 


“LTM EBITDA” means, with
respect to the Companies and the Restricted Subsidiaries, Consolidated EBITDA for the most recently ended Test Period on a Pro
Forma Basis.





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“Master Agreement” has
the meaning specified in the definition of “Swap Contract.”


 


“Material
Acquisition” means any Permitted Acquisition that involves the payment of consideration or assumption of Indebtedness by
the Lead Borrower and its Restricted Subsidiaries in excess of $500,000,000.


 


“Material Adverse Effect”
means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition
of the Companies and the Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties
(taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is
a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document.


 


“Material
Real Property” means, as of any date, any real property owned in fee simple by
a Loan Party on such date located in the United States (including the land, improvements and fixtures thereon) with a book value
in excess of $10,000,000.


 


“Material Subsidiary” means,
at any date of determination, each Restricted Subsidiary of the Companies that is not an Immaterial Subsidiary (but including,
in any case, any Restricted Subsidiary that has been designated as a Material Subsidiary as provided in, or has been designated
as an Immaterial Subsidiary in a manner that does not comply with, the definition of “Immaterial Subsidiary”).


 


“Maturity Date” means (a)
with respect to the Revolving Credit Facility, the fifth anniversary of the Second2021
Refinancing Amendment Effective Date (and, with respect to any Extended Revolving Credit Commitments, the maturity date
applicable to such Extended Revolving Credit Commitments in accordance with the terms hereof), (b) with respect to the Term B Facility,
the seventh anniversary of the 20182021
Refinancing Amendment Effective Date, (c) with respect to the Term A Facility, the fifth anniversary of the Second2021
Refinancing Amendment Effective Date, and (d) with respect to any (i) Extended Term Loan, the maturity date applicable
to such Extended Term Loan in accordance with the terms hereof or (ii) Incremental Term Loan, the maturity date applicable to such
Incremental Term Loan in accordance with the terms hereof; provided that if any such day is not a Business Day, the Maturity
Date shall be the Business Day immediately preceding such day.


 


“Maximum Tender Condition”
has the meaning specified in ‎Section 2.17(b).


 


“Minimum Extension Condition”
has the meaning specified in ‎Section 2.15(b).


 


“Minimum Tender Condition”
has the meaning specified in ‎Section 2.17(b).


 


“Minimum Tranche Amount”
has the meaning specified in ‎Section 2.15(b).


 


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


 


“Mortgage”
means, collectively, the deeds of trust, trust deeds, deeds of hypothecation, security deeds, immovable hypothecs, and mortgages
creating and evidencing a Lien on a Mortgaged Property made by the applicable Loan Parties in favor or for the benefit of the Collateral
Agent on behalf of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, including the Mortgages
executed and delivered pursuant to Sections 6.10 or 6.12.


 


“Mortgage
Policies” has the meaning specified in clause (ii) of
the definition of Mortgage Requirement.



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“Mortgaged
Property” means each Material Real Property (including all right, title and interest of the applicable Loan party
in and to all easements, hereditaments and appurtenances relating thereto, all improvements,
fixtures and equipment thereon and all general intangibles and contract rights and other property rights incidental to ownership
of such Material Real Property), if any, which shall be subject to a Mortgage delivered pursuant to Sections
6.10 or 6.12.


 


“Mortgage
Requirement” means, at any time, the requirement that the Collateral Agent shall
have received the following:


 


(i)       counterparts
of a Mortgage with respect to each Material Real Property required to be delivered pursuant to ‎Section
6.12, duly executed and delivered by the record owner of such property, 


 


(ii)
        a title insurance policy from the Title Company for such Mortgaged Property (or marked-up
title insurance commitment having the effect of a title insurance policy) (the “Mortgage Policies”)
paid for by the Borrowers and in an amount reasonably acceptable to the Collateral Agent insuring the Lien of each such Mortgage
as a valid first priority Lien on the property described therein, free of any other Liens except Permitted Liens, together with
such endorsements, affirmative insurance, coinsurance and reinsurance as the Collateral Agent may reasonably request and to the
extent available in each applicable jurisdiction at commercially reasonable rates, 


 


(iii)
        a Survey with respect to each Mortgaged Property, provided,
however, that a Survey shall not be required to the extent that (A) an existing
survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent
and the Title Company and (B) the Title Company removes the standard survey exception and provides reasonable and customary survey-related
endorsements and other coverages in the applicable Mortgage Policy, 


 


(iv)
        no later than 3 Business Days prior to the delivery of each Mortgage: (A) a completed
 “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged
Property and (B) to the extent that any portion of the improvements on such Mortgaged Property is located in an area identified
by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (1) a notice (a “Borrower
Notice”) about special flood hazard area status and flood disaster assistance,
which has been duly countersigned by the applicable Loan Party relating thereto and (2) to the extent a Borrower Notice is required
to be given and flood insurance is available in the community in which the property is located, a copy of, or a certificate as
to coverage under, and a declaration page confirming that, the flood insurance policies required by ‎Section
6.06 hereof have been issued or such other evidence of insurance reasonably satisfactory
to the Collateral Agent, each of which (x) shall be endorsed or otherwise amended to name the Collateral Agent as mortgagee and
loss payee, (y) shall (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable
flood zone designation, the flood insurance coverage and the deductible relating thereto, (3) provide that the insurer will endeavor
to give the Collateral Agent 45 days written notice of cancellation or non-renewal and (4) shall be otherwise in form and substance
reasonably satisfactory to the Collateral Agent as of the date of delivery of such Mortgage, 


 


(v)
        such legal opinions and other documents as the Collateral Agent may reasonably request
with respect to any such Mortgaged Property, and



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(vi)       to
the extent reasonably practicable within 30 days of receipt by the applicable Loan Party of a request from the Collateral Agent
made within 30 days after the delivery of a Mortgage specifying that any documentation delivered to the Collateral Agent pursuant
to clause (iv) above in connection with such Mortgage is not reasonably satisfactory to any Lender holding a Revolving Credit
Commitment, Term A Loan or Incremental Term Loan which is a “term a loan” (which request the Collateral Agent shall
make upon the request of any such Lender), updates to such documentation in form and substance reasonably satisfactory to such
Lender as specified in such request.


 


“Mortgaged
Property” means each Material Real Property (including all right, title and interest
of the applicable Loan Party
in
and to all easements, hereditaments and appurtenances relating thereto, all improvements, fixtures and equipment thereon and all
general intangibles and contract rights and other property rights incidental to ownership of such Material Real Property), if
any, which shall be subject to a Mortgage delivered pursuant to Section
6.12.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party
or any ERISA Affiliate makes or is obligated to make contributions, or during the immediately preceding six (6) years, has made
or been obligated to make contributions.


 


“Net
Cash Proceeds” means:


 


(a)       with
respect to the Disposition of any asset by any Company or any Restricted Subsidiary or any Casualty Event, the excess, if any,
of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash
or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but
only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect
of such Casualty Event actually received by or paid to or for the account of any Company or any Restricted Subsidiary) over (ii)
the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured
by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection
with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Indebtedness that is secured by
Liens ranking junior to or pari passu with the Liens securing Indebtedness under the Loan Documents), (B) the out-of-pocket
fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant
and other customary fees) actually incurred by such Company or Restricted Subsidiary, as applicable, in connection with such Disposition
or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith (including, for the avoidance
of doubt, any income, withholding and other taxes payable as a result of the distribution of such proceeds to a Company and after
taking into account any available tax credit or deductions and any tax sharing agreements, and including distributions for Permitted
Tax Distributions), and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in
accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Companies or any Restricted
Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and Environmental
Liabilities or with respect to any indemnification obligations associated with such transaction, it being understood that “Net
Cash Proceeds” shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash consideration
by the Companies or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of
any applicable liabilities in cash in a corresponding amount) of any reserve



    -50- 


     

    

 described in clause (D) above or if such liabilities
have not been satisfied in cash and such reserve is not reversed within 365 days after such Disposition or Casualty Event, the
amount of such reserve; and


 


(b)       (i)
with respect to the incurrence or issuance of any Indebtedness by any Company or any Restricted Subsidiary, the excess, if any,
of (x) the sum of the cash received in connection with such incurrence or issuance over (y) the investment banking fees, underwriting
discounts, commissions, costs and other out-of-pocket expenses and other customary expenses incurred by such Company or such Restricted
Subsidiary in connection with such incurrence or issuance and (ii) with respect to any Permitted Equity Issuance by any direct
or indirect parent of any Company, the amount of cash from such Permitted Equity Issuance contributed to the capital of any such
Company.


 


“New
Revolving Credit Commitment”
means, the “New Revolving Credit Commitments” as defined in, made available under and amended in accordance with the
Second Amendment.


 


“New
Revolving Credit Lender”
means, at any time, each Lender holding a New
Revolving Credit
Commitment at such time.


 


“New
Revolving Credit Loan” means, the “New Revolving Credit Loans” as defined in the Second Amendment.


 


“New Term A Commitment”
means, the “New Term A Commitments” as defined in and made in accordance with the Second
Amendment.


 


“New
Term A Lender”
means, at any time, each Lender holding a New
Term A Loan at
such time.


 


“New
Term A LoanYork
Fed” means, the “New
Term A Loans” as defined in and made in accordance with the Second AmendmentFederal
Reserve Bank of New York.


 


“Non-Consenting
Lender” has the meaning specified in ‎Section 3.06(d).


 


“Non-Loan
Party” means any Restricted Subsidiary that is not a Loan Party.


 


“Nonrenewal
Notice Date” has the meaning specified in ‎Section 2.03(b)(iii).


 


“Note”
means a Term Note or a Revolving Credit Note as the context may require.


 


“New
York FedNYFRB” means the Federal Reserve
Bank of New York.


 


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


 


“New
York Fed BankNYFRB Rate” means, for any
day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect
on such day (or for any day that is not a Business Day, for the immediately
preceding Business Day); provided that if bothnone
of such rates are not so published for any day that is a Business
Day, the term “New York Fed BankNYFRB
Rate” means the rate quoted for such day for a federal funds
transaction quoted at 11:00 a.m. on such day as
determinedreceived by the Administrative
Agent; and from a federal
funds broker of recognized standing selected by it; provided,
further, that if any of the aforesaid rates shallas
so 



    -51- 


     

    

determined be less than zero0.00%,
such rate shall be deemed to be zero0.00%
for purposes of this Agreement.


 


“Non-Consenting
Lender” has the meaning specified in ‎Section 3.06(d).


 


“Non-Loan
Party” means any Restricted Subsidiary that is not a Loan Party.


 


“Nonrenewal
Notice Date” has the meaning specified in ‎Section 2.03(b)(iii).


 


“Note”
means a Term Note or a Revolving Credit Note as the context may require.


 


“Obligations”
means all (w) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding, (x) obligations of any Loan Party or any other Subsidiary arising under any Secured Hedge Agreement (other
than, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor), (y) Cash Management Obligations and (z) Bilateral
L/C Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents
(and of any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including
guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses,
fees, Attorney Costs, indemnities and other amounts, in each case, payable by any Loan Party or any other Subsidiary under any
Loan Document and (b) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the
foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.


 


“Offered
Loans” has the meaning specified in ‎Section 2.05(d)(iii).


 


“Offering
Memorandum” means the Offering Memorandum dated June 2, 2016, relating to the Senior Notes.


 


“Organization
Documents” means (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum
and articles of association, any certificates of change of name and/or the bylaws; (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint
venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or
organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation
or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


“Other
Taxes” means all present or future stamp, court or documentary Taxes and any other property, intangible, mortgage recording
or similar Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement
or registration of, or otherwise with respect to, any Loan Document, excluding, in each case, any
such Tax resulting from an Assignment and Assumption or transfer or assignment to or designation of a new Applicable Lending Office
or other office for receiving payments under any Loan Document (an “Assignment Tax”) but only if (a) such Assignment
Tax is imposed as a result of a present or former connection of the assignor or



    -52- 


     

    

assignee with the jurisdiction imposing such Assignment Tax
(other than any connection arising solely from having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Loan Document, or sold or assigned an interest in any Loan or Loan Document) and (b) such Assignment Tax does not arise as
a result of an assignment (or designation of a new Applicable Lending Office) pursuant to a request by Borrower under ‎Section
3.06.


 


“Outstanding
Amount” means (a) with respect to any Loan on any date, the Dollar Equivalent of the outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments thereof (including any refinancing of outstanding Unreimbursed
Amounts under Letters of Credit or L/C Borrowings as a Revolving Credit Borrowing) occurring on such date; and (b) with respect
to any Letter of Credit, Unreimbursed Amount, L/C Borrowing or L/C Obligations on any date, the Dollar Equivalent of the outstanding
amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes
thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters
of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit
Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters
of Credit taking effect on such date.


 


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


 


“Parent”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Participant”
has the meaning specified in ‎Section 10.07(e).


 


“Participant
Register” has the meaning specified in ‎Section 10.07(e).


 





“Payment”
has the meaning assigned to it in Section 9.14.


 


“Payment
Notice” has the meaning assigned to it in Section 9.14.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA
Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of
a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately
preceding six (6) years.


 


“Permitted
Acquisition” has the meaning specified in ‎Section 7.02(j).


 


“Permitted
Alternative Incremental Facilities Debt” has the meaning specified in ‎Section 7.03(t).


 


“Permitted
Credit Facilities Acquisition Debt” has the meaning specified in ‎Section 7.03(v).



    -53- 


     

    


“Permitted
Debt Exchange” has the meaning specified in ‎Section 2.17(a).


 


“Permitted
Debt Exchange Notes” has the meaning specified in ‎Section 2.17(a).


 


“Permitted
Debt Exchange Offer” has the meaning specified in ‎Section 2.17(a).


 


“Permitted
Equity Issuance” means any sale or issuance of any Qualified Equity Interests.


 


“Permitted
Liens” means any Liens permitted by ‎Section 7.01.


 


“Permitted
Receivables Financing” means one or more non-recourse (except for Standard Securitization Undertakings) receivables
purchase facilities made available to a Company or any Restricted Subsidiary on then-market terms (as reasonably determined by
the Borrowers) in an aggregate principal amount for all such facilities not exceeding $200,000,000500,000,000
at any time outstanding pursuant to which a Company or any of the Restricted Subsidiaries sells its Securitization
Assets to either (a) a Person that is not a Company or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn
sells Securitization Assets to a person that is not a Company or a Restricted Subsidiary.


 


“Permitted
Refinancing” means, with respect to any Person, any modification (other than a release of such Person), refinancing,
refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted
value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified,
refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other
reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding,
renewal or extension and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under
‎Section 7.03, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant
to ‎Section 7.03(f), such modification, refinancing, refunding, renewal or extension has a final maturity date equal
to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect
to a Permitted Refinancing in respect of Indebtedness permitted pursuant to ‎Section 7.03(f), at the time thereof,
no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being so modified, refinanced,
refunded, renewed or extended is secured by a Lien on the Collateral, the Lien securing such Indebtedness as modified, refinanced,
refunded, renewed or extended shall not be senior in priority to the Lien on the Collateral securing the Indebtedness being modified,
refinanced, refunded, renewed or extended unless otherwise permitted under this Agreement and (e) if such Indebtedness being modified,
refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to ‎Section 7.03(c), (i) to the extent
such Indebtedness being so modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations,
such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms
at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced,
refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination,
interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a
whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness
being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer of the
Lead Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation
relating thereto, stating that the Lead Borrower has determined in good 



    -54- 


     

    

faith that such terms and conditions satisfy the foregoing
requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative
Agent notifies the Lead Borrower within such five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension
is incurred by a Person who is the obligor of the Indebtedness being so modified, refinanced, refunded, renewed or extended or
a Loan Party.


 


“Permitted
Refranchising Transaction” means Dispositionsany
sale, transfer, license, lease or other disposition (including any Sale Leaseback and any sale of Equity Interests)
of restaurants, franchise and sub-franchise agreements and
related property and assets to Franchisees (or Persons who
become Franchisees as a result of such transaction), including through the sale of Equity Interests of Persons owning such assets
(limited in the case of Taco
Bell restaurants to Dispositions not to exceed $450,000,000 during the term of this Agreement).


 


“Permitted
Sale Leaseback” means any Sale Leaseback consummated by any Group Member after the Closing Date; provided that
any such Sale Leaseback not between (a) a Loan Party and another Loan Party or (b) a Restricted Subsidiary that is not a Loan
Party and another Restricted Subsidiary that is not a Loan Party must be, in each case, consummated for fair value as determined
at the time of consummation in good faith by (i) the applicable Group Member and (ii) in the case of any Sale Leaseback (or series
of related Sales Leasebacks) the aggregate proceeds of which exceed $50,000,000, the board of managers or directors, as applicable,
of the applicable Group Member (which such determination may take into account any retained interest or other Investment of the
applicable Group Member in connection with, and any other material economic terms of, such Sale Leaseback); provided that,
if after giving Pro Forma Effect to any such Disposition, the aggregate proceeds of all such Dispositions since the Closing Date
exceeds the greater of (a) $250,000,000 and (b) 17.5% of LTM EBITDA, such Group Member shall receive not less than 75.0% of such
consideration in the form of cash or Cash Equivalents (as determined in accordance with ‎Section 7.05(m)).


 


“Permitted
Tax Distribution” means if and for so long as the Companies are members of a group filing a consolidated or combined
tax return with any parent entity and/or are disregarded entities for U.S. federal income tax purposes that are directly owned
by any member of such group, any dividends or other distributions to fund any income Taxes for which such parent entity is liable
up to an amount not to exceed the amount of any such Taxes that the Companies which are not treated as disregarded entities or
partnerships for U.S. federal income tax purposes and their Subsidiaries (excluding any China Entity except to the extent of any
amounts received by the Companies and their Restricted Subsidiaries from any China Entity in respect of such Taxes) would have
been required to pay on a separate company basis or on a consolidated basis if the Companies and such Subsidiaries had paid Tax
on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Companies
and such Subsidiaries (and, in each case, for the avoidance of doubt, taking into account taxes attributable to income of a disregarded
entity or partnership for U.S. federal income tax purposes, to the extent taxable to a member of such group) and, without duplication,
the amount of any income taxes for which such parent entity is liable as a result of the ownership of any Company that is treated
as a disregarded entity or partnership for U.S. federal income tax purposes (including, for this purpose, liability for Taxes
in respect of Subsidiaries of such Company as a result of such Subsidiaries being members of a consolidated, combined, affiliated
or unitary or similar group including the Parent or any other parent entity); provided that such dividends or distributions
shall not exceed the actual Tax liability of the parent entity’s consolidated, combined, unitary or affiliated group (or,
if a parent entity is not the parent of an actual group, the Taxes that would have been paid by the parent entity, the Companies
that are subsidiaries of such parent entity, and their Restricted Subsidiaries as a stand-alone group).



    -55- 


     

    


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


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) other than a Foreign Plan, established
or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA,
any ERISA Affiliate.


 


“Platform”
has the meaning specified in ‎Section 6.02.


 


“Post-Acquisition
Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted
Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day
of the fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion
is consummated.


 


“Prime
Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime
rate at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective.


 


“Pro
Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or
the Consolidated EBITDA of the Companies, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA,
as the case may be, that is factually supportable and is expected to have a continuing impact, in each case as determined on a
basis consistent with Article 11 of Regulation S-X of the Securities Act, as interpreted by the Securities and Exchange Commission,
for purposes of determining such compliance, the historical financial statements of the Acquired Entity or Business or Converted
Restricted Subsidiary and the combined financial statements of the Group, assuming such Permitted Acquisition or conversion, and
all other Permitted Acquisitions or conversions that have been consummated during the period, and any Indebtedness or other liabilities
repaid in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming that
such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant
acquisition at the interest rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination);
provided that, so long as such actions are initiated during such Post-Acquisition Period or such costs are incurred during
such Post-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA
or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during the entirety
of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period.


 


“Pro
Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for
an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B)
all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first
day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income
statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i)
in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary or any division, product
line, or facility used for operations of any Group Member, shall be excluded, and (ii) in the case of a Permitted Acquisition
or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of
Indebtedness, and (c) any Indebtedness incurred or assumed by any Group Member in connection therewith and if such Indebtedness
has a 



    -56- 


     

    

floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination;
provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma
adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated
EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Lead Borrower in good
faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on any Group Member and (z)
factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.


 


“Proposed
Discounted Prepayment Amount” has the meaning specified in ‎Section 2.05(d)(ii).


 


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


 


“Public
Lender” has the meaning specified in ‎Section 6.02.


 


“Qualified
Equity Interests” means any Equity Interests of any Company, in each case that are not Disqualified Equity Interests.


 


“Qualifying
Lenders” has the meaning specified in ‎Section 2.05(d)(iv).


 


“Qualifying
Loans” has the meaning specified in ‎Section 2.05(d)(iv).


 


“Quarterly
Financial Statements” means the unaudited consolidated balance sheets and related statements of income, changes in equity
and cash flows of Parent and its subsidiaries, covering any of the first three fiscal quarters that have ended after the most
recent fiscal year covered by the Annual Financial Statements and at least forty-five (45) days before the Closing Date. 


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Eurocurrency Rate, (a) with
respect to Eurocurrency Rate Loans in Dollars or British Pound Sterling, 11:00 a.m. (London time) on the day that is two London
banking days preceding the date of such setting and (b) with respect to Eurocurrency Rate Loans in Euro, 11:00 a.m. Brussels time
two TARGET Days preceding the date of such setting and (2) if such Benchmark is not Eurocurrency Rate, the time determined by
the Administrative Agent in its reasonable discretion.


 


“Refinancing”
means the repayment in full of obligations under, and termination of all commitments under, the Credit Agreement dated as of March
22, 2012 among Parent, the subsidiaries of Parent party thereto, the lenders party thereto and JPMCB, as administrative agent.


 


“Refinancing
Revolving Credit Commitments” means Incremental Revolving Credit Commitments that are designated by a Responsible Officer
of the Lead Borrower as “Refinancing Revolving Credit Commitments” in a certificate of a Responsible Officer of the
Lead Borrower delivered to the Administrative Agent on or prior to the date of incurrence.


 


“Refinancing
Term Loans” means Incremental Term Loans that are designated by a Responsible Officer of the Lead Borrower as “Refinancing
Term Loans” in a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent on or prior
to the date of incurrence.


 


“Register”
has the meaning specified in ‎Section 10.07(d).



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“Rejection
Notice” has the meaning specified in ‎Section 2.05(b)(v).


 


“Release”
means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, migration
or leaching into, upon, or through the Environment or into, under, from or through any building, structure or facility.


 


“Relevant
Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal
Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or,
in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in British Pound
Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor
thereto, and (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank,
or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto.


 


“Rental
Expense” means, for any Person for any period, the minimum rental expense of such Person and its Restricted Subsidiaries
deducted in determining Consolidated Net Income of such Person for such period.


 


“Reportable
Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations
issued thereunder, other than events for which the thirty (30) day notice period has been waived.


 


“Repricing
Transaction” means, with respect to the Term B Loans, (a) any prepayment or repayment of Term B Loans with the proceeds
of, or any conversion of Term B Loans into, any new or replacement tranche of term loans, the primary purpose of which is to reduce
the Effective Yield applicable to the Term B Loans so prepaid, repaid or converted and (b) any amendment (including pursuant to
a replacement term loan as contemplated by ‎Section 10.01) to the Term B Loans, the primary purpose of which is to
reduce the Effective Yield applicable to the Term B Loans (in any case, other than in connection with a Change of Control or in
connection with any acquisition, investment, disposition, restructuring,
recapitalization or similar investmenttransaction
to the extent that such transaction (x) would not be permitted under this Agreement without an amendment hereto or
(y) would be permitted by the terms of this Agreement, but the terms of the Loan Documents would not provide the Companies and
the Restricted Subsidiaries with adequate flexibility for the continuation or expansion of their combined operations following
such consummation, as determined by the Lead Borrower acting in good faith).


 


“Request
for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit
Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.


 


“Required
Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings
(with the aggregate Outstanding Amount of each Lender’s Revolving Credit Exposure being deemed “held” by such
Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit
Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the
Total Outstandings held or deemed held by any Defaulting Lender shall be excluded for all purposes of making a determination of
Required Lenders.


 


“Required
Pro Rata Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total
Outstandings with respect to Term A Loans and any Incremental Term Loans which are “term a loans”, (b) aggregate unused
Term A Commitments and



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 commitments in respect of Incremental Term Loans which are “term a loans”, (c) aggregate Revolving
Credit Exposure and (d) aggregate unused Revolving Credit Commitments; provided that the unused Term A Commitment, unused
Revolving Credit Commitment and unused commitment in respect of Incremental Term Loans of, and the portion of the Total Outstandings
with respect to Term A Loans, Incremental Term Loans and Revolving Credit Exposure held or deemed held by any Defaulting Lender
shall be excluded for all purposes of making a determination of Required Pro Rata Lenders.


 


“Required
Revolving Credit Lenders” means, as of any date of determination, at least two Lenders having more than 50% in the aggregate
of the Revolving Credit Commitments plus after the termination of the Revolving Credit Commitments, the Revolving Credit Exposure
of all Lenders; provided that the Revolving Credit Commitment and the Revolving Credit Exposure of any Defaulting Lender
shall be excluded for all purposes of making a determination of Required Revolving Credit Lenders.


 


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


 


“Responsible
Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant
treasurer, or other similar officer or director of a Loan Party and, as to any document delivered on the Closing Date, any secretary
or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Casualty Event” has the meaning specified in ‎Section 2.05(b)(vi).


 


“Restricted
Disposition” has the meaning specified in ‎Section 2.05(b)(vi).


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interest in any Company or Restricted Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any such Equity Interest, or on account of any return of capital to the holders of Equity Interests of a Company
or Restricted Subsidiary.


 


“Restricted
Subsidiary” means any Subsidiary of any Company other than an Unrestricted Subsidiary.


 


“Retained
Declined Proceeds” has the meaning specified in ‎Section 2.05(b)(v).


 


“Revolving
Alternative Currency” means Euro, British Pound Sterling and any other currencies as shall be agreed from time to time
among the Administrative Agent, each Revolving Credit Lender, each applicable L/C Issuer and the Lead Borrower.


 


“Revolving
Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class, Type and currency, made,
converted or continued on the same date and, in the case of Eurocurrency Rate Loans, as to which a single Interest Period is in
effect.


 


“Revolving
Credit Commitment” means with respect to each Lender, the commitment, if any, of such Lender to make Revolving Credit
Loans and to acquire participations in Letters of Credit and



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 Swing Line Loans, expressed as an amount representing the maximum
possible aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to ‎Section 2.06 and (b) increased from time to time pursuant to ‎Section 2.14. The
initial amount of each Lender’s Revolving Credit Commitment on the Closing Date is set forth on Schedule ‎2.01
of this Agreement, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit
Commitment, as the case may be. The amount of each Lender’s New Revolving Credit Commitment as of the Second2021
Refinancing Amendment Effective Date is set forth on Schedule 21
to the Second2021
Refinancing Amendment. The aggregate amount of the Lenders’ Revolving Credit Commitments on the Second2021
Refinancing Amendment Effective Date is $1,000,000,0001,250,000,000.


 


“Revolving
Credit Exposure” means, at any time for any Lender, the sum of (a) the Outstanding Amount of the Revolving Credit Loans
of such Lender outstanding at such time, (b) the L/C Obligation of such Lender at such time and (c) the Swing Line Exposure of
such Lender at such time.


 


“Revolving
Credit Facility” means the Revolving Credit Commitments and the extension of credit made thereunder.


 


“Revolving
Credit Lender” means a Lender with a Revolving Credit Commitment or, if the Revolving Credit Commitments have terminated
or expired, a Lender with Revolving Credit Exposure.


 


“Revolving
Credit Loan” means a Loan made pursuant to ‎Section 2.01(c). For the avoidance of doubt, from and after the
Second2021 Refinancing
Amendment Effective Date, NewLoans
made pursuant to the 2021 Revolving Credit LoansCommitments
shall constitute Revolving Credit Loans.


 


“Revolving
Credit Note” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns,
in substantially the form of Exhibit C-2 hereto with appropriate insertions, evidencing the aggregate Indebtedness of the
Borrowers to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender under
the Revolving Credit Facility.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor
thereto.


 


“Sale
Leaseback” means any transaction or series of related transactions pursuant to which any of the Companies or Restricted
Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired,
and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold, transferred or disposed.


 


“Sanctions
Laws and Regulations” means (a) any sanctions or requirements imposed by, or based upon the obligations or authorities
set forth in, the USA PATRIOT Act, Executive Order No. 13224 of September 23, 2001, entitled Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), the U.S. International
Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App.
 §§ 1 et seq.), the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions,
Accountability, and Divestment Act of 2010 or the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of
2012, all as amended, or any of the foreign assets control regulations (including but not limited to 31 C.F.R., Subtitle B, Chapter
V, as amended) or any other law, regulation or executive order relating thereto administered by the U.S.



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 Department of the Treasury
Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State, or any similar law, regulation,
or executive order enacted in the United States after the date of this Agreement and (b) any sanctions imposed or administered
by the United Nations Security Council, the European Union or Her Majesty’s Treasury or, to the extent applicable to any
Company or any Restricted Subsidiary, by any European Union Member State.


 


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


 


“Second
Amendment” means that certain Refinancing Amendment No. 2 to the Credit Agreement, dated as of June 7 2017 among
the Loan Parties, the Administrative Agent,
each L/C Issuer, each Swing Line Lender, each New
Term A Lender and each New Revolving Credit Lender. 


 


“Second
Amendment Effective Date” means June 7, 2017.


 


“Secured
Hedge Agreement” means any Swap Contract that is entered into by and between any Loan Party (or any Person that merges
into a Loan Party) or any Restricted Subsidiary and any Hedge Bank.


 


“Secured
Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (other than any
portion of Consolidated Total Debt that is unsecured) as of the last day of such Test Period to (b) Consolidated EBITDA of the
Companies for such Test Period.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Documentation
Agents, the Co-Managers, the Lenders, the Hedge Banks, the Bilateral L/C Providers, the Cash Management Banks, the Supplemental
Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to ‎Section
9.01(c).


 


“Securities
Act” means the Securities Act of 1933.


 


“Securitization
Asset” means any accounts receivable, real estate asset, mortgage receivables or related assets relating to a Permitted
Receivables Financing.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset
or participation interest therein issued or sold in connection with, and other fees paid to a person that is not a Restricted
Subsidiary in connection with, any Permitted Receivables Financing.


 


“Securitization
Non-Disturbance Agreement” means an Acknowledgement and Waiver Agreement, dated as of the Closing Date (as amended,
restated supplemented and otherwise modified from time to time), in form reasonably satisfactory to the Administrative Agent and
the Borrowers, by the Collateral Agent and acknowledged, agreed and consented to by Citibank, N.A in its capacity as trustee under
the Base Indenture.


 


“Securitization
Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Permitted Receivables Financing
to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant, including as a
result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind
as a result of any action taken by, any failure to take action by or any other event relating to the seller.



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“Securitization
Subsidiary” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Permitted
Receivables Financings and other activities reasonably related thereto.


 


“Security
Agreement” means the Security Agreement executed by the Loan Parties party thereto on the Closing Date in a form reasonably
satisfactory to the Administrative Agent as supplemented by any Security Agreement Supplement executed and delivered pursuant
to ‎Section 6.10.


 


“Security
Agreement Supplement” means a supplement to the Security Agreement as contemplated by the Security Agreement.


 


“Senior
Notes” means up to $2,100,000,000 aggregate
principal amount of 5.00% senior notes due 2024 andthe
5.25% senior notes due 2026 and the 4.75% senior notes due
2027, each issued by the Borrowers pursuant to the Senior Notes IndentureIndentures
and in an outstanding principal amount as of the 2021 Refinancing Amendment Effective Date of $1,800,000,000.


 


“Senior
Notes IndentureIndentures”
means the IndentureIndentures
dated June 16, 2016, and June 15, 2017, each
among the Borrowers, as issuers, the guarantors party thereto
and The Bank of New York Mellon, as the trustee.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date.


 


“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 at approximately 8:00 a.m. (New York City time)
on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Sold
Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair
value of the property of such Person is greater than the total amount of debts and liabilities, contingent, subordinated or otherwise,
of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required
to pay the liability of such Person on its debts as they become absolute and matured, (iii) such Person will be able to pay its
debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (iv) such Person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property
would constitute an unreasonably small capital; provided that the amount of contingent liabilities at any time shall be
computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.



    -62- 


     

    


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day
published by the SONIA Administrator on the SONIA Administrator’s Website.


 


“SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average). 


 


“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or
any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“SPC”
has the meaning specified in ‎Section 10.07(h).


 


“Specified
Distribution” means Restricted Payments permitted under Section 7.06(n) and/or Investments permitted under Section
7.02(aa), in lieu thereof.


 


“Specified
Equity” means the Equity Interests held directly by any Company or any Subsidiary Guarantor in any Wholly Owned Subsidiary
constituting a Domestic Subsidiary not otherwise constituting Excluded Equity (without giving effect to clause (i) of such definition).


 


“Specified
Guarantors” means each of Yum Restaurant Services Group, LLC, Restaurant Concepts LLC and Taco Bell Corp.


 


“Specified
Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary
designation, Incremental Term Loan or Incremental Revolving Credit Commitments that by the terms of this Agreement is subject
to compliance with a financial ratio or test and requires such test to be calculated on a “Pro Forma Basis” or after
giving “Pro Forma Effect”; provided that any increase in the Revolving Credit Commitments (including, for this
purpose, any Incremental Revolving Credit Commitment or Extended Revolving Credit Commitment) above the amount of Revolving Credit
Commitments in effect on the Closing Date, for purposes of this “Specified Transaction” definition, shall be deemed
to be fully drawn; provided, further, that any such Specified Transaction (other than a Restricted Payment) having
an aggregate value of less than $20,000,000 shall not be calculated on a “Pro Forma Basis” or after giving “Pro
Forma Effect.”


 


“Standard
Securitization Undertakings” means representations, warranties, performance
guarantees, servicing obligations, covenants and indemnities entered into by a Company or any Subsidiary of a Company
which such Company has determined in good faith to be customary in a securitization financing, including those relating to the
servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall
be deemed to be a Standard Securitization Undertaking.


 


“Subordinated
Debt” means Indebtedness incurred by a Loan Party that is subordinated in right of payment to the prior payment of all
Obligations of such Loan Party under the Loan Documents.


 


“Subordinated
Debt
Documents” means any agreement, indenture or instrument pursuant to which any Subordinated
Debt
is issued, in each case as amended to the extent permitted under the Loan Documents.


 


“Subsidiary”
of a Person means a corporation, company, partnership, joint venture, limited liability company or other business entity of which
a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other
governing body (other than



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 securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries,
or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Companies.


 


“Subsidiary
Guarantors” means, collectively, the Subsidiaries of the Companies that are Guarantors.


 


“Successor
Borrower” has the meaning specified in Section 7.04(d).


 


“Supplemental
Administrative Agent” has the meaning specified in ‎Section 9.13(a) and “Supplemental Administrative
Agents” shall have the corresponding meaning.


 


“Survey”
means a survey of any Mortgaged Property (and all improvements thereon) which is (i) prepared by a surveyor or engineer licensed
to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six
months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery
any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged
Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which,
in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the
completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier
than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest
in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to
the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements
of the American Land Title Association / National Society of Professional Surveyors as such requirements are in effect on the
date of preparation of such survey, (v) sufficient for the Title Company to remove all standard survey exceptions from the Mortgage
Policy relating to such Mortgaged Property and issue the endorsements of the type required by paragraph (f) of
the definition of Collateral and Guarantee Requirement and (vi) otherwise reasonably acceptable to the Administrative Agent.


 


“Surviving
Indebtedness” means Indebtedness of the Parent or any of its Subsidiaries outstanding immediately after giving effect
to the Refinancing set forth on Schedule ‎7.03(c).


 


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



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“Swap
Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts,
as determined by the Hedge Bank (or the Lead Borrower, if no Hedge Bank is party to such Swap Contract) in accordance with the
terms thereof and in accordance with customary methods for calculating mark-to-market values under similar arrangements by the
Hedge Bank (or the Lead Borrower, if no Hedge Bank is party to such Swap Contract).


 


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to ‎Section 2.04.


 


“Swing
Line Exposure” means, at any time for any Lender its Applicable Percentage of the aggregate principal amount of all
Swing Line Loans outstanding at such time, adjusted to give effect to any reallocation under Section 2.16 of the Swing Line
Exposures of Defaulting Lenders in effect at such time.


 


“Swing
Line Lender” means (i) JPMCB or any of its Affiliates selected by JPMCB, (ii) Goldman Sachs Bank USA or any of its Affiliates
selected by Goldman Sachs Bank USA, (iii) Citibank, N.A. or any of its Affiliates selected by Citibank, N.A. and,
(iv) Wells Fargo Bank, National Association or any of its Affiliates selected by Wells Fargo Bank, National Association
and (v) Bank of America, N.A. or any of its Affiliates selected by
Bank of America, N.A., each in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to ‎Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit B.


 


“Swing
Line Loans” means a Loan made pursuant to ‎Section 2.04(a).


 


“Swing
Line Sublimit” means an amount equal to the lesser of (a) $100,000,000175,000,000
and (b) the aggregate principal amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and
not in addition to, the Revolving Credit Commitments.


 


“Taco
Bell Unrestricted Entities” means, collectively, Taco Bell Funding, LLC and its subsidiaries.


 


“TARGET
Day” means any day on which (i) TARGET2 is open for settlement of payments in Euro and (ii) banks are open for dealings
in deposits in Euro in the London interbank market.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“Taxes”
means all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges imposed
by any Governmental Authorities, and additions to tax, penalties and interest with respect thereto.



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“Term
A Commitment” means, as to each Term A Lender that is a New2021
Term A Lender, its obligation to make a New2021
Term A Loan to a Borrower pursuant to Section 2.01 in an aggregate principal amount not to exceed the amount set forth
opposite such Lender’s name on Schedule 21
to the Second2021
Refinancing Amendment under the caption “New2021
Term A Commitment” or in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the
2021 Term A Commitments as of the Second2021
Refinancing Amendment Effective Date is $500,000,000750,000,000.


 


“Term
A Lender” means, at any time, any Lender that has a Term A Commitment or a Term A Loan outstanding.


 


“Term
A Loan” means a Loan made pursuant to ‎Section 2.01(a). For the avoidance of doubt, from and after the Second2021
Refinancing Amendment Effective Date, New2021
Term A Loans shall constitute Term A Loans.


 


“Term
B Lender” means, at any time, any Lender that has a Term B Loan outstanding.


 


“Term
B Loan” means a Loan made pursuant to ‎Section 2.01(a). For the avoidance of doubt, after the 20182021
Refinancing Amendment Effective Date, 20182021
Term B Loans shall constitute Term B Loans.


 


“Term
Borrowing” means a Borrowing in respect of a Class of Term Loans.


 


“Term
Commitments” means a Term A Commitment or a commitment in respect of any Incremental Term Loans or any combination thereof,
as the context may require.


 


“Term
ESTR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on ESTR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
ESTR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term
ESTR Transition Event. 


 


“Term
ESTR Transition Event” means the determination by the Administrative Agent that (a) Term ESTR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term ESTR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark
Replacement in accordance with Section 2.14 that is not Term ESTR.


 


“Term
Lenders” means the Term A Lenders, the Term B Lenders, the Lenders with Incremental Term Loans and the Lenders with
Extended Term Loans.


 


“Term
Loans” means the Term A Loans, the Term B Loans, the Incremental Term Loans and the Extended Term Loans.


 


“Term
Note” means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially
the form of Exhibit C-1 hereto with appropriate insertions, evidencing the aggregate Indebtedness of the Borrowers to such
Term Lender resulting from any Class of Term Loans made by such Term Lender.



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“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Lead Borrower of the occurrence of
a Term SOFR Transition Event. 


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark
Replacement in accordance with Section 2.18 that is not Term SOFR. 


 


“Test
Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Companies
ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to ‎Section
6.01(a) or ‎Section 6.01(b).


 


“Threshold
Amount” means, at any time, the greater of (a)
$100,000,000 and (b) 6.25% of LTM EBITDA.


 


“Title
Company” means any nationally recognized title insurance company as shall be retained
by Lead Borrower to issue the Mortgage Policies which is reasonably acceptable to the Administrative Agent.


 


“Total
Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day
of such Test Period to (b) Consolidated EBITDA of the Companies for such Test Period.


 


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


“Transaction”
means, collectively, (a) the funding of the Term Loans and, if applicable, any Revolving Credit Borrowing on the Closing
Date, (b) the funding of the Senior Notes on or prior to the Closing Date, (c) the Refinancing, (d) the consummation of any other
transactions in connection with the foregoing and (e) the payment of Transaction Expenses.


 


“Transaction
Expenses” means any fees or expenses incurred or paid by Parent or any Group Member in connection with the Transaction,
this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby in connection therewith.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.


 


“UCP”
means, with respect to any Letter of Credit, the “Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce (“ICC”) Publication No. 600  (or such later version thereof as may be in effect at the time of issuance).


 


“Quarterly
Financial Statements” means the unaudited consolidated balance sheets and related statements of income, changes
in equity and cash flows of Parent and its subsidiaries, covering any of the first three fiscal quarters that have ended after
the most recent fiscal year covered by the Annual Financial Statements and at least forty-five (45) days before the Closing Date.




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“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Undisclosed
Administration” means in relation to a Lender or its parent company the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under
or based on the law in the country where such Lender or such parent company is subject to home jurisdiction supervision if applicable
law requires that such appointment is not to be publicly disclosed.


 


“Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be
in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the
extent it may be required to apply to any item or items of Collateral.


 


“United
States” and “U.S.” mean the United States of America.


 


“United
States Tax Compliance Certificate” has the meaning specified in ‎Section 3.01.


 


“Unreimbursed
Amount” has the meaning specified in ‎Section 2.03(c)(i).


 


“Unrestricted
Subsidiary” means (i) each of the Companies’ Subsidiaries listed on Schedule 1.01C, (ii) any Subsidiary
of any Company designated by the Lead Borrower as an Unrestricted Subsidiary pursuant to Section 6.13 subsequent to the
Closing Date and (iii) any Subsidiary of an Unrestricted Subsidiary; provided that no Company (or any direct or indirect
parent entity of a Company) shall be an Unrestricted Subsidiary.


 


“USA
PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to
time.


 


“Voting
Stock” of a Person means all classes of Equity Interests of such Person then outstanding and normally entitled to vote
in the election of directors.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal
amount of such Indebtedness.



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“Wholly-Owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which
(other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable
Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.


 


“Withdrawal
Liability” means the liability of a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means any Borrower, any Guarantor and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, (a) with respect
to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under
the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU
Bail-In Legislation Schedule.,
and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to
cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which
that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other
person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend
any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary
to any of those powers.


 


“Yum!
China” means “YUM! China Holding, Inc.” or any other entity that is the ultimate parent company of all of
the other China Entities which will become a separate, independent publicly traded company upon completion of the ChinaCo Spin
transaction set forth in clause (a) of the definition thereof.


 


Section
1.02.       Other Interpretive Provisions. With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)       The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)       (i) The words “herein,” “hereto,” “hereof” and “hereunder”
and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular
provision thereof.


 


(ii)       Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.


 


(iii)      The term “including” is by way of example and not limitation.


 


(iv)      The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form.


 


(c)       In the computation of periods of time from a specified date to a later specified date, the word “from” means
 “from and including”; the words “to” and “until” each mean “to
but excluding”; and the word “through” means “to and including.”



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(d)       Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.


 


Section
1.03.       Accounting Terms.


 


(a)       All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP, applied in a manner consistent with that used in preparing the Annual Financial Statements described
in the definition thereof, except as otherwise specifically prescribed herein.


 


(b)       Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement
with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio, the First Lien Senior Secured
Leverage Ratio, the Fixed Charge Coverage Ratio and the Consolidated Adjusted Fixed Charge Coverage Ratio shall be calculated
with respect to such period and such Specified Transaction on a Pro Forma Basis.


 


(c)       Where reference is made to “the Companies and the Restricted Subsidiaries on a combined basis” or similar language,
such combination shall not include Parent or any Subsidiaries of the Companies other than Restricted Subsidiaries.


 


(d)       In the event that the Companies elect to prepare the financial statements in accordance with IFRS and such election results in
a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”)
in this Agreement, the Lead Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend
such provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio, the
First Lien Senior Secured Leverage Ratio and Secured Net Leverage Ratio) so as to reflect equitably the Accounting Changes with
the desired result that the criteria for evaluating the Companies’ financial condition shall be substantially the same after
such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by
the Lead Borrower to the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement
shall continue to be calculated or construed in accordance with GAAP (as determined in good faith by a Responsible Officer of
the Lead Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available
to Lenders) as if such change had not occurred.


 


Section
1.04.       Rounding. Any financial ratios required to be satisfied in order for a specific
action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest number).


 


Section
1.05.       References to Agreements, Laws, Etc. Unless otherwise expressly provided herein,
(a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be
deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to
the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document;
and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such Law.



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Section
1.06.       Times of Day. Unless otherwise specified, all references herein to times of day
shall be references to Eastern time (daylight or standard, as applicable).


 


Section
1.07.       Timing of Payment or Performance. When the payment of any obligation or the performance
of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date
of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately
succeeding Business Day.


 


Section
1.08.       Currency Equivalents Generally.


 


(a)       The Administrative Agent or any L/C Issuer, as applicable, shall determine the Dollar Equivalent of any Alternative Currency Letter
of Credit as of each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date
of each request for the issuance, amendment, renewal or extension of such Alternative Currency Letter of Credit (or any other
day selected by the Administrative Agent), using the Exchange Rate for the applicable currency in relation to Dollars in effect
on the date of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required
calculation thereof pursuant to this Section 1.08(a).


 


(b)       The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in any Revolving Alternative Currency
as of each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of a Committed
Loan Notice with respect to such Borrowing (or any other day selected by the Administrative Agent), in each case using the Exchange
Rate for the applicable currency in relation to Dollars in effect on the date of determination, and each such amount shall be
the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.08(b).


 


(c)       The Dollar Equivalent of any L/C Borrowing made by any L/C Issuer in any Revolving Alternative Currency and not reimbursed by
the Borrowers shall be determined as set forth in ‎Section 2.03(c). In addition, the Dollar Equivalent of the L/C Obligation
shall be determined as set forth in ‎Section 2.03(f), at the time and in the circumstances specified therein.


 


(d)       The Administrative Agent shall notify the applicable Borrower, the applicable Lenders and the applicable L/C Issuer of each calculation
of the Dollar Equivalent of each Letter of Credit denominated in any Revolving Alternative Currency and each Borrowing in any
Revolving Alternative Currency.


 


(e)       Notwithstanding the foregoing, for purposes of determining compliance with Sections ‎7.01,
‎7.02 and ‎7.03this
Agreement (other than Section 2.05(b)(vii)) or any other Loan Document with respect to any amount of Indebtedness or,
Investment or other amount denominated in a currency
other than Dollars, no Default or Event of Default shall
be deemed to have occurred solely as a result of changes in rates of exchange occurring after
the time such Lien, Indebtedness or Investment is incurred; provided
that, for the avoidance of doubt, the foregoing provisions of this
‎‎Section 1.08 shall otherwise apply to such Sections,
including with respect to determining whether any Indebtedness or Investment may be incurred at
any time under such Sections..


 


(f)        For purposes of determining compliance under Sections ‎7.02, ‎7.05 and ‎7.06, any amount in a
currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in the
Companies’ annual financial statements delivered pursuant to ‎Section 6.01(a); provided, however,
that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness.



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(g)       For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the Dollar Equivalent of the principal
amount of Indebtedness denominated in a foreign currency shall be calculated based on the Exchange Rate in effect on the date
such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided
that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated
in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement,
refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded,
refinanced, renewed or defeased.


 


Section
1.09.       Certain Calculations and Tests.


 


(a)       Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining
other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires
that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction
undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and
determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable
covenant shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with
any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for
such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other
provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified
Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)
as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio
ending prior to the LCA Test Date, the Companies could have taken such action on the relevant LCA Test Date in compliance with
such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any
of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA) at
or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed
to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition
is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited
Condition Acquisition or related Specified Transactions. If the Lead Borrower has made an LCA Election for any Limited Condition
Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio
contained in ‎Section 7.09) or basket availability with respect to any other Specified Transaction on or following
the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or
the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of
such Limited Condition Acquisition, any such ratio or basket shall be calculated both (x) on a Pro Forma Basis assuming such Limited
Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of
proceeds thereof) have been consummated and (y) without giving effect to such Limited Condition Acquisition and other transactions.


 


(b)       Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated)
in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without
limitation, pro forma compliance with ‎Section 7.09 hereof, any First Lien Senior Secured Leverage Ratio test, any
Secured Net Leverage Ratio



    -72- 


     

    

 test, any Total Leverage Ratio test and/or any Consolidated Adjusted Fixed Charge Coverage Ratio test)
(any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions
entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio
or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts
(and any cashthe
proceeds thereof, but not any concurrent related transaction)
shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-BasedIncurrence
Based Amounts in connection with such substantially concurrent incurrence; provided
that this clause ‎(b) shall apply solely with respect to the incurrence of Incremental
Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt and
shall not apply to any amounts incurred or transactions entered into (or consummated) in reliance on any provision of Article
VII(other than ‎Section 7.03(t) and ‎Section 7.03(v))..


 


(c)       In the
event that any action
or transaction meets
the criteria of one
or more than
one of the categories of exceptions,
thresholds or baskets pursuant to any applicable covenant in Article VII, such action or transaction (or portion thereof) may
be divided and classified, and later (on one or more occasions) be redivided and/or reclassified under one
or more of such
exceptions, thresholds or baskets as the Borrowers may elect from time to time, including reclassifying any utilization of Fixed
Amounts as Incurrence-Based Amounts, and if any applicable ratios or financial tests for such Incurrence-Based Amounts would be
satisfied in any subsequent fiscal quarter, such reclassification shall be deemed to have automatically occurred if not elected
by the Borrowers.


 


Section
1.10.       Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall
be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 


Section
1.11.       Interest
Rates; LIBOR Notification. The interest rate on a Eurocurrency Rate Loan is determined by reference to the Eurocurrency Rate,
which in the case of Dollars and British Pound Sterling is derived from the London interbank offered rate. The London
interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from
each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end
of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark
Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the
IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank
offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the
interest rate on Eurocurrency Rate Loan. In light of this eventuality, public and private sector industry initiatives are
currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate.
Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event
or an Early Opt-in Election, ‎Section 2.18(b) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent will promptly notify the Lead Borrower, pursuant to ‎Section 2.18(e), of any change to the reference rate upon which
the interest rate on Eurocurrency Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London
interbank offered rate or other rates in the definition of “Eurocurrency Rate” or with respect to any alternative
or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or
replacement rate implemented pursuant to ‎Section 2.18(b), whether upon the occurrence of a Benchmark Transition Event, a
Term SOFR Transition Event, a Term ESTR 



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 Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark
Replacement Conforming Changes pursuant to ‎Section 2.18(d)), including without limitation, whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the Eurocurrency Rate or have the same volume or liquidity as did the London interbank offered rate (or the euro interbank
offered rate, as applicable) prior to its discontinuance or unavailability.


 


Article
2



The Commitments and Credit Extensions


 


Section
2.01.       The Loans. Subject to the terms and conditions set forth herein:


 


(a)     The Term A Borrowings. Subject to the terms and conditions set forth herein and in the Second2021
Refinancing Amendment, each New2021
Term A Lender severally agrees to make to the Borrowers a single loan denominated in Dollars in a principal amount
equal to such New2021
Term A Lender’s New2021
Term A Commitment on the Second2021
Refinancing Amendment Effective Date. Amounts borrowed under this ‎Section 2.01(a) and repaid or prepaid
may not be reborrowed. Term A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(b)     The Term B Borrowings. Subject to the terms and conditions set forth herein and in the 20182021
Refinancing Amendment, (i) each Continuing Term B Lender (as defined in the 20182021
Refinancing Amendment) has agreed to continue all (or such lesser amount as the applicable Lead Arrangers may allocate)
of its Existing Term B Loans (as defined in the 20182021
Refinancing Amendment) outstanding on the 20182021
Refinancing Amendment Effective Date as 20182021
Term B Loans and (ii) each Additional Term B Lender (as defined in the 20182021
Refinancing Amendment) has agreed to make to the Borrowers a single loan denominated in Dollars in a principal amount
equal to such Additional Term B Lender’s Additional Term B Commitment under (and as defined in) the 20182021
Refinancing Amendment, in each case, on the 20182021
Refinancing Amendment Effective Date. Amounts borrowed under this ‎Section 2.01(b) and repaid or prepaid
may not be reborrowed. Term B Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(c)     The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally
agrees to make (or cause its Applicable Lending Office to make) Revolving Credit Loans from time to time during the Availability
Period in Dollars or in any Revolving Alternative Currency in an aggregate principal amount that will not (after giving effect
to any prepayment of any Borrowing made with proceeds of such Loans on the same Business Day) result in (i) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or (ii) the aggregate Revolving Credit Exposure
exceeding the aggregate Revolving Credit Commitments; provided, that the aggregate Revolving Credit Exposure denominated
in Revolving Alternative Currencies shall not at any time exceed the Alternative Currency Sublimit. Within the limits of each
Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under
this ‎Section 2.01(c), prepay under ‎Section 2.05, and reborrow under this ‎Section 2.01(c).
Revolving Credit Loans denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, and Revolving Credit Loans denominated
in any Revolving Alternative Currency shall be Eurocurrency Rate Loans, as further provided herein.


 


Section
2.02.       Borrowings, Conversions and Continuations of Loans.


 


(a)     Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Loans from one Type to the other, and each continuation
of Eurocurrency Rate Loans shall be made upon any



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 Borrower’s irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative Agent substantially in the form attached hereto as
Exhibit A (a) with respect to Revolving Credit Loans denominated in Dollars or Term Loans, (i) in the case of a Eurocurrency
Rate Loan, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or
(ii) in the case of a Base Rate Loan, not later than 12:00 p.m., New York City time, on the Business Day of the proposed Borrowing
and (b) with respect to Revolving Credit Loans denominated in any Revolving Alternative Currency, not later than 3:00 p.m., Local
Time, three (3) Business Days before the date of the proposed Borrowing. Each telephonic notice by a Borrower pursuant to this
‎Section 2.02(a) must be confirmed promptly by hand delivery, telecopy or electronic transmission to the Administrative
Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of a Borrower. Each Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole
multiple of the Borrowing Multiple in excess thereof. Except as provided in ‎Section 2.03(c) and, each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing
Multiple in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers
are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation
of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall
be a Business Day), (iii) the Class, currency and principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period
with respect thereto and (vi) the location and number of the Borrowers’ account to which funds are to be disbursed, which
shall comply with the requirements of Section 2.02(b) (such account, the “Designated Account”). If no
currency is specified with respect to any Eurocurrency Rate Revolving Credit Borrowing, then the Borrowers shall be deemed to
have selected Dollars; provided that the Borrowers may not elect to convert any Borrowing denominated in a Revolving Alternative
Currency to a Base Rate Loan and may not change the currency in which any Borrowing is denominated. If the Borrowers fail to specify
a Type of Loan in a Committed Loan Notice or fail to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall be made or continued as, or converted to (x) with respect to Loans denominated in Dollars, Base Rate Loans and (y)
with respect to Loans denominated in any Revolving Alternative Currency, Eurocurrency Rate Loans with an Interest Period of one
month. Any such automatic conversion or continuation shall be effective as of the last day of the Interest Period then in effect
with respect to the applicable Eurocurrency Rate Loans. If the Borrowers request a Borrowing of, conversion to, or continuation
of Eurocurrency Rate Loans in any such Committed Loan Notice, but fail to specify an Interest Period, it will be deemed to have
specified an Interest Period of one (1) month. For the avoidance of doubt, the Borrowers and Lenders acknowledge and agree that
any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest
rate methodology and not a new Loan.


 


(b)     Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount
of its Applicable Percentage of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided
by the Borrowers, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion or
continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make (or cause
its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent by wire transfer in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. (or, in the case of a Base Rate Loan Borrowing,
3:00 p.m.) Local Time on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable
conditions set forth in ‎Section 4.02 (and, if such Borrowing is the initial Credit Extension, ‎Section 4.01),
the Administrative Agent shall make all funds so received available to the Borrowers designated in the Committed Loan Notice in
like funds as received by the Administrative Agent either by (i) crediting the



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 Designated Account or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the
applicable Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by
a Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied first,
to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to
the Borrowers as provided above.


 


(c)      Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest
Period for such Eurocurrency Rate Loan unless the Borrowers pay the amount due, if any, under ‎Section 3.04 in connection
therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that (i)
no Loans denominated in Dollars may be converted to or continued as Eurocurrency Rate Loans, (ii) no outstanding Loans denominated
in any currency other than Dollars may be continued for an Interest Period of more than one month’s duration and (iii) unless
repaid, each Eurocurrency Rate Loan denominated in Dollars shall be converted to a Base Rate Loan at the end of the Interest Period
applicable thereto.


 


(d)      The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate
by the Administrative Agent shall be conclusive in the absence of manifest error.


 


(e)      Anything in clauses ‎(a) to ‎(d) above to the contrary notwithstanding, after giving effect to all
Term Borrowings and Revolving Credit Borrowings, all conversions of Term Loans and Revolving Credit Loans from one Type to the
other, and all continuations of Term Loans and Revolving Credit Loans as the same Type, there shall not be more than twenty (20)
Interest Periods in effect at any time for all Borrowings of Eurocurrency Rate Loans.


 


Section
2.03.       Letters of Credit.


 


(a)      The Letter of Credit Commitments.


 


(i)              
Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon (among other things) the agreements
of the other Revolving Credit Lenders set forth in this ‎Section 2.03, (x) from time to time on any Business Day
during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving
Alternative Currency for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any
Group Member) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)), and
(y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters
of Credit issued pursuant to this ‎Section 2.03; provided that no L/C Issuer shall be obligated to make any
L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit
if immediately after giving effect to such L/C Credit Extension, (v) the aggregate L/C Obligation in respect of Letters of
Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (w) the aggregate L/C Obligation would
exceed the Letter of Credit Sublimit, (x) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving
Credit Commitment, (y) the aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitment or (z) the
Revolving Credit Exposure denominated in Revolving Alternative Currencies would exceed the Alternative Currency Sublimit. Within
the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrowers may, during the Availability Period, obtain Letters of Credit to replace
Letters of Credit that have expired or that



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 have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each
of the letters of credit described on Schedule ‎2.03(a) (the “Existing Letters of Credit”) shall
constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement
on the Closing Date by the issuer of such letter of credit specified on Schedule 2.03(a).


 


(ii)       An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses ‎(B) and ‎(C),
shall not issue any Letter of Credit) if:


 


(A)       any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such
L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);


 


(B)        subject to ‎Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months
after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;


 


(C)        the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant
L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn
Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);


 


(D)        the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;


 


(E)         the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency;


 


(F)         the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; or


 


(G)         the issuance of such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to
letters of credit.


 


(iii)      An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.



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(b)         Procedures for Issuance and Amendment of Letters of Credit; Auto Renewal Letters of Credit.


 


(i)       Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower hand delivered or telecopied
(or transmitted by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer
(with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by
a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the
Administrative Agent not later than 1:00 p.m., Local Time, at least three (3) Business Days prior to the proposed issuance date
or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a
particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter
of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (b) the proposed amount and currency thereof; (c) the
expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary
in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. If requested by the L/C Issuer, the
applicable Borrower also shall submit a letter of credit application on the L/C Issuer’s standard form in connection with
any request for a Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter
of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit
to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment;
and (4) such other matters as the relevant L/C Issuer may reasonably request.


 


(ii)      Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment
is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on
the requested date, issue a Letter of Credit for the account of the Borrowers or enter into the applicable amendment, as the case
may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably,
absolutely and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Letter of Credit in
an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Letter of
Credit.


 


(iii)     With respect to standby Letters of Credit only, if a Borrower so requests in any applicable Letter of Credit Application, the
relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal
Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer
to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”)
in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the
relevant L/C Issuer, the Borrowers shall not be required to make a specific request to the relevant L/C Issuer for any such renewal.
Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not
require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant
L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its



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 renewed form under
the terms hereof (by reason of the provisions of ‎Section 2.03(a)(ii) or otherwise), or (B) it has received notice
(which may be by telephone, followed promptly in writing, or in writing) on or before the day that is five (5) Business Days before
the Nonrenewal Notice Date from the Administrative Agent or any Revolving Credit Lender, as applicable, or a Borrower that one
or more of the applicable conditions specified in ‎Section 4.02 is not then satisfied.


 


(iv)       Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Lead Borrower and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment.


 


(c)       Drawings and Reimbursements; Funding of Participations.


 


(i)         Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant
L/C Issuer shall notify promptly the Administrative Agent (who shall promptly notify the Lead Borrower) thereof. On the Business
Day immediately following the Business Day on which the Lead Borrower shall have received notice of any payment by an L/C Issuer
under a Letter of Credit (or, if the Lead Borrower shall have received such notice later than 1:00 p.m. on any Business Day, on
the second succeeding Business Day) (such date of payment, an “Honor Date”), the applicable Borrower(s) shall
reimburse such L/C Issuer through the Administrative Agent (x) in the case of any Letter of Credit denominated in Dollars, in
an amount equal to such drawing and (y) in the case of any Letter of Credit denominated in any Revolving Alternative Currency,
as provided in the next sentence. In the case of a Letter of Credit denominated in any Revolving Alternative Currency, the applicable
Borrower shall reimburse the L/C Issuer in such currency, unless (A) such Borrower shall have notified the relevant L/C Issuer
promptly following receipt of the notice of drawing that such Borrower will reimburse such L/C Issuer in Dollars or (B) such Borrower
shall have requested that such payment be financed with a Revolving Credit Borrowing. In the case of any such reimbursement in
Dollars of a drawing under a Letter of Credit denominated in any Revolving Alternative Currency, the Administrative Agent shall
notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.
In the event that (A) any drawing denominated in a Revolving Alternative Currency is to be reimbursed in Dollars pursuant to the
third sentence of this ‎Section 2.03(c)(i) and (B) the Dollar amount paid by the applicable Borrower, whether on or
after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures
a sum denominated in the Revolving Alternative Currency equal to the amount of the drawing, the applicable Borrower agrees, as
a separate and independent obligation, to indemnify the applicable L/C Issuer for the loss resulting from its inability on that
date to purchase the Revolving Alternative Currency in the full amount of the drawing. If the Borrowers fail to so reimburse such
L/C Issuer on the Honor Date (or if any such reimbursement payment is required to be refunded to the Borrowers for any reason),
then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Appropriate Lender of the Honor Date, the
amount of the unreimbursed drawing in Dollars (which in the case of any such payment in any Revolving Alternative Currency shall
be the Dollar Equivalent thereof) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s
Applicable Percentage thereof. In the event that the Borrowers do not reimburse the L/C Issuer on the Business Day following the
date the Lead Borrower receives notice of the Honor Date (or, if the Borrowers shall have received such notice later than 1:00
p.m. on any Business Day, on the second succeeding Business Day), the Borrowers shall be deemed to have requested a Revolving
Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on such date in an amount equal to the Unreimbursed
Amount (or the Dollar Equivalent of such amount, as



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 applicable), without regard to the minimum and multiples specified in ‎Section
2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit
Commitments, and subject to the conditions set forth in ‎Section 4.02 (other than the delivery of a Committed Loan
Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this ‎Section 2.03(c)(i) may be
given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter
of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the
rate applicable to Base Rate Loans under the Revolving Credit Facility until the date of reimbursement or the date refinanced
by a Revolving Credit Borrowing.


 


(ii)        Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to ‎Section
2.03(c)(i) make funds available to the Administrative Agent in Dollars for the account of the relevant L/C Issuer at the Administrative
Agent’s Office for payments in an amount equal to its Applicable Percentage of any Unreimbursed Amount in respect of a Letter
of Credit not later than 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative
Agent, whereupon, subject to the provisions of ‎Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds
available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit
the funds so received to the relevant L/C Issuer.


 


(iii)       With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing
of Base Rate Loans because the conditions set forth in ‎Section 4.02 cannot be satisfied or for any other reason, the
Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear
interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the
account of the relevant L/C Issuer pursuant to ‎Section 2.03(c)(ii) shall be deemed payment in respect of its participation
in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under
this ‎Section 2.03.


 


(iv)       Until a Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse
the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s
Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer.


 


(v)        Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for
amounts drawn under Letters of Credit, as contemplated by this ‎(c)Section 2.03(c), shall be irrevocable, absolute
and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the relevant L/C Issuer, a Borrower or any other Person for any reason whatsoever;
(B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not
L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in ‎Section 4.02 (other
than delivery by the Lead Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair
the obligation of the Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under
any Letter of Credit, together with interest as provided herein.



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(vi)         If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time
specified in ‎Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to such L/C Issuer at the greater of the Federal
FundsNYFRB Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the relevant L/C
Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this
‎Section 2.03(c)(vi) shall be conclusive absent demonstrable error.


 


(vii)        If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender
such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative
Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative
Agent), the Administrative Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding)
in the same funds as those received by the Administrative Agent.


 


(viii)       If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to ‎Section 2.03(c)(i)
is required to be returned under any of the circumstances described in ‎Section 10.06 (including pursuant to any settlement
entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the
account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.


 


(d)        Obligations Absolute. The obligation of the Borrowers to reimburse the relevant L/C Issuer for each drawing under each
Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances, including the following:


 


(i)           any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating
thereto;


 


(ii)          the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any
beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may
be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)         any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;



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(iv)      any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit
to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any transferee or purported transferee of such Letter of
Credit, including any arising in connection with any proceeding under any Debtor Relief Law;


 


(v)       any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from
the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit;
or


 


(vi)      any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge of, any Loan Party;


 


provided
that the foregoing shall not excuse any L/C Issuer from liability to the Borrowers to the extent of any direct damages (as
opposed to special, indirect, consequential, exemplary or punitive damages, claims in respect of which are waived by the
Borrowers to the extent permitted by applicable Law) suffered by the Borrowers that are caused by such L/C Issuer’s
gross negligence or willful misconduct (as determined by a final, non-appealable judgment of a court of competent
jurisdiction) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof.


 


(e)         Role of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant
L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority
of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective
correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Required Lenders or the Required Revolving Credit Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a final,
non-appealable judgment of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability
of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all
risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided
that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as they
may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related
Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible
for any of the matters described in clauses ‎(i) through ‎(iii) of this ‎Section 2.03(e); provided
that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against an L/C Issuer, and such
L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential,
indirect, punitive, special or exemplary, damages suffered by the Borrowers caused by such L/C Issuer’s willful misconduct
or gross negligence or such L/C Issuer’s willful or grossly negligent failure (as determined by a final, non-appealable
judgment of a court of competent jurisdiction) to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and
not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for
the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the



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 rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason.


 


(f)          Cash Collateral. (i) If any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving
Credit Lenders or Required Lenders, as applicable, require the Borrowers to Cash Collateralize the L/C Obligations pursuant to
‎Section 8.02(a)(iii) or (ii) an Event of Default set forth under ‎Section 8.01(f) (with respect to a Borrower)
or (g) occurs and is continuing, then the Borrowers shall Cash Collateralize in an amount equal to 103% of the amount of all L/C
Obligations. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash
or deposit account balances in the relevant currencies in an amount equal to the L/C Obligation (determined as of the date of
such Event of Default) (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory
to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives
of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of the L/C Issuers
and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds
of the foregoing. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Interest or profits, if any, on such investments shall accumulate in such account. Cash Collateral shall be
maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of
the Revolving Credit Lenders and may be invested in readily available Cash Equivalents at its sole discretion. If at any time
the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other
than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the L/C Obligation,
the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to
be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to the excess of (a) such
L/C Obligation over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably
determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit
as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer.
To the extent the amount of any Cash Collateral exceeds the L/C Obligation plus costs incidental thereto and so long as
no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers. If such Event of Default
is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including
any accrued interest thereon) shall be refunded to the Borrowers.


 


(g)         Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent in Dollars for the account of each Revolving
Credit Lender in accordance with its Applicable Percentage, a Letter of Credit fee for each Letter of Credit issued pursuant to
this Agreement equal to the product of (i) Applicable Rate for Letter of Credit fees and (ii) the Dollar Equivalent of the daily
maximum amount then available to be drawn under such Letter of Credit. Such letter of credit fees shall be computed on a quarterly
basis in arrears. Such letter of credit fees shall be due and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily
maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.


 


(h)         Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to each L/C
Issuer for its own account a fronting fee (a “Fronting Fee”) in Dollars with respect to each Letter of Credit
issued by it equal to 0.125% per annum of the Dollar



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 Equivalent of the daily maximum amount then available to be drawn under such
Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable
on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the
Borrowers shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are
nonrefundable.


 


(i)          Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application,
in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall
control.


 


(j)          Addition of an L/C Issuer. A Revolving Credit Lender (or any of its Subsidiaries or affiliates) may become an additional
L/C Issuer hereunder pursuant to a written agreement between the Borrowers and such Revolving Credit Lender and consented to by
the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned). The Administrative Agent shall
notify the Revolving Credit Lenders of any such additional L/C Issuer.


 


(k)         Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of Credit
is issued (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to
each commercial Letter of Credit.


 


Section
2.04.       Swing Line Loans.


 


(a)       The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender agrees to make Swing Line
Loans to the Borrowers from time to time on any Business Day during the Availability Period for the Revolving Credit Facility
in Dollars; provided that after giving effect to any Swing Line Loan (x) the aggregate amount of Revolving Credit Exposure
shall not exceed the Revolving Credit Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed its Revolving
Credit Commitment and (z) the aggregate Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit; provided,
further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this ‎Section
2.04, prepay under ‎Section 2.05, and reborrow under this ‎Section 2.04. Each Swing Line Loan shall
be a Base Rate Loan or shall accrue interest at such other rate as may otherwise be agreed by the Borrowers and the applicable
Swing Line Lender. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the applicable
Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of such Swing Line Loan.


 


(b)      Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the
applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received
by the applicable Swing Line Lender not later than 1:00 p.m., New York City time, on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000, and (ii) the requested borrowing date, which shall
be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the
applicable Swing Line Lender of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Lead Borrower. Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan Notice,
such Swing Line Lender will, provided that all 



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applicable conditions in ‎Section 4.02 are satisfied, not later
than 3:00 p.m., New York City time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its
Swing Line Loan available to the Borrowers.


 


(c)       Refinancing of Swing Line Loans.


 


(i)              
Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably
authorizes such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in Dollars
in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of ‎Section 2.02, without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions
set forth in ‎Section 4.02. Each Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount
equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent
in immediately available funds in Dollars for the account of such Swing Line Lender at the Administrative Agent’s Office
for payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to ‎Section
2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the
Borrowers in such amount. The Administrative Agent shall remit the funds so received to such Swing Line Lender.


 


(ii)              
If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with ‎Section
2.04(c)(i), the request for Base Rate Loans submitted by any Swing Line Lender as set forth herein shall be deemed to be a
request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing
Line Loan in Dollars and each Revolving Credit Lender’s payment to the Administrative Agent for the account of such Swing
Line Lender pursuant to ‎Section 2.04(c)(i) shall be deemed payment in respect of such participation.


 


(iii)              
If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any applicable Swing Line
Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this ‎Section 2.04(c)
by the time specified in ‎Section 2.04(c)(i), such Swing Line Lender shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to such Swing Line Lender at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. A certificate of the applicable Swing Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause ‎(iii) shall be conclusive absent demonstrable error.


 


(iv)              
Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in
Swing Line Loans pursuant to this ‎Section 2.04(c) shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to



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 any of the foregoing; provided that each Revolving
Credit Lender’s obligation to make Revolving Credit Loans (but not to purchase and fund risk participations in Swing Line
Loans) pursuant to this ‎Section 2.04(c) is subject to the conditions set forth in ‎Section 4.02. No such
funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together
with interest as provided herein.


 


(d)       Repayment of Participations.


 


(i)              
At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if any applicable
Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender
its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.


 


(ii)              
If any payment received by any Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be
returned by such Swing Line Lender under any of the circumstances described in ‎Section 10.06 (including pursuant to
any settlement entered into by such Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to such Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent
will make such demand upon the request of such Swing Line Lender.


 


(e)       Interest for Account of Swing Line Lender. Each Swing Line Lender shall be responsible for invoicing the Borrowers for
interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to
this ‎Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect
of such Applicable Percentage shall be solely for the account of such Swing Line Lender.


 


(f)        Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the
Swing Line Loans directly to the applicable Swing Line Lender.


 


Section
2.05.       Prepayments.


 


(a)         Optional Prepayments. (i) The Borrowers may, upon notice to the Administrative Agent by the Lead Borrower, at any time
or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set
forth in ‎Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later
than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans (or,
in the case of a Eurocurrency Rate Loan denominated in a Revolving Alternative Currency, not later than 1:00 p.m., Local Time,
three (3) Business Days before any date of prepayment) and (B) on the date of prepayment of Base Rate Loans and (2) any prepayment
of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple
in excess thereof, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date
and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify
each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of
such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall
be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to



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 ‎Section 3.04.
Each prepayment of the Loans pursuant to this ‎Section 2.05(a) shall be applied to the installments thereof as directed
by the Lead Borrower (it being understood and agreed that if the Lead Borrower does not so direct at the time of such prepayment,
such prepayment shall be applied pro rata among all Classes of Term Loans against the scheduled repayments of Term Loans of the
relevant Class under ‎Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance
with their respective Applicable Percentages.


 


(ii)              
The Borrowers may, upon notice to any Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to
time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice
must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time, on
the date of the prepayment and (2) any such prepayment shall be in a minimum principal amount of $1,000,000 or the entire principal
amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given
by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.


 


(iii)              
Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment under
‎Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing
shall not be consummated or shall otherwise be delayed; provided that the Borrowers shall be required to pay any amounts
demanded pursuant to ‎Section 3.04.


 


(iv)              
In the event that the Borrowers (x) make any prepayment of Term B Loans in connection with any Repricing Transaction or (y) effect
any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B Loans, in each case prior to the six
(6) month anniversary of the 20182021
Refinancing Amendment Effective Date, the Borrowers shall pay a premium in an amount equal to 1.00% of (A) in the case
of clause (x), the amount of the Term B Loan being prepaid or (B) in the case of clause (y), the aggregate amount
of the applicable Term B Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for
the ratable account of each of the Term B Lenders (including any Term B Lender subject to a mandatory assignment in connection
therewith).


 


(b)         Mandatory Prepayments.


 


(i)              
Within five (5) Business Days after financial statements have been delivered pursuant to ‎Section 6.01(a) and the related
Compliance Certificate has been delivered pursuant to ‎Section 6.02(a), the Borrowers shall cause to be prepaid an
aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF
Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with
the first full fiscal year ending after the Closing2021
Refinancing Amendment Effective Date), minus (B) the sum of (i) all voluntary prepayments of Term Loans during
such fiscal year (and, without duplication of any deduction with respect
to any other fiscal year, at the Lead Borrower’s option, following the last day of such fiscal year and on or prior to such
required prepayment date) and (ii) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during
such fiscal year (and, without duplication of any deduction with respect
to any other fiscal year, at the Lead Borrower’s option, following the last day of such fiscal year and on or prior to such
required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such
payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not
funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the Total



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Leverage Ratio as of the last day of the fiscal year covered by such financial statements (after
giving pro forma effect to any prepayment of Loans after such year as contemplated above in clause (B)) was less than
3.75or equal to 4.50:1.00
and greater than or equal to 3.54.00:1.00
and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial
statements (after giving pro forma effect to any prepayment of Loans
after such year as contemplated above in clause (B)) was less than 3.5or
equal to 4.00:1.00.


 


(ii)        (A) Subject to ‎Section 2.05(b)(ii)(B), if following the Closing Date (x) any Company or Restricted Subsidiary Disposes
of any property or assets (other than any Disposition of any property or assets permitted by ‎Section 7.05(a), ‎(b),
‎(c), ‎(d) (to the extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is not a
Loan Party), ‎(e), ‎(f), ‎(g), ‎(i) (except as set forth in the second proviso therein),
‎(j), ‎(k), ‎(n), ‎(q), (s) and ‎(u)), or (y) any Casualty Event occurs,
which in the aggregate results in the realization or receipt by such Company or Restricted Subsidiary of Net Cash Proceeds, the
Borrowers shall make a prepayment, in accordance with ‎Section 2.05(b)(ii)(C), pro rata among all Classes of
Term Loans of 100% (such percentage as it may be reduced as described
below, the “Disposition Percentage”) of all such Net Cash Proceeds realized or received; provided that
no such prepayment shall be required pursuant to this ‎Section 2.05(b)(ii)(A) with respect to such portion of such
Net Cash Proceeds that the Lead Borrower shall have, on or prior to such date, given written notice to the Administrative Agent
of its intent to reinvest in accordance with ‎Section 2.05(b)(ii)(B) (which notice may only be provided if no Event
of Default has occurred and is then continuing).;
provided further that (x) the Disposition Percentage shall be 50% if the Total Leverage Ratio for the most recently ended Test
Period on a Pro Forma Basis is greater than or equal to 4.00:1.00 but less than 4.50:1.00 and (y) the Disposition Percentage shall
be 25% if the Total Leverage Ratio for the most recently ended Test Period on a Pro Forma Basis is less than 4.00:1.00.


 


(B)        With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically
excluded from the application of ‎Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrowers, the
Borrowers may reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets useful for its
businesstheir respective businesses within
(x) twelveeighteen
(1218)
months following receipt of such Net Cash Proceeds or (y) if the Borrowers enter into a legally binding commitment to reinvest
such Net Cash Proceeds within twelveeighteen
(1218)
months following receipt thereof, one hundred eighty (180) days after the twelveeighteen
(1218)
month period that follows receipt of such Net Cash Proceeds; provided that (i) so long as a
Default oran Event of Default shall have
occurred and be continuing, the Borrowers shall not be permitted to make any such reinvestments (other than pursuant to a legally
binding commitment that the Borrowers entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash
Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such
Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment
election, an amount equal to 100%the
Disposition Percentage of any such Net Cash Proceeds shall be applied, in accordance with ‎Section 2.05(b)(ii)(C),
to the prepayment of the Term Loans as set forth in this ‎Section 2.05.


 


(C)        On each occasion that the Borrowers must make a prepayment of the Term Loans pursuant to this ‎Section 2.05(b)(ii),
the Borrowers shall, within five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds in the minimum
amount specified above (or, in the case of prepayments required pursuant to ‎Section 2.05(b)(ii)(B), within five (5)
Business Days of the deadline specified in clause



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 (x) or (y) thereof, as applicable, or of the date the Borrowers
reasonably determine that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be),
make a prepayment, in accordance with ‎Section 2.05(b)(v) below, of the principal amount of Term Loans, in an amount
equal to 100% of such Net Cash Proceeds realized or received;


 


(iii)        If, following the Closing Date, any Company or Restricted Subsidiary incurs or issues any (A) Refinancing Term Loans, (B)
Indebtedness pursuant to ‎Section 7.03(w) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant
to ‎Section 7.03, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100%
of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such
Net Cash Proceeds. If the Borrowers obtain any Refinancing Revolving Credit Commitments, the Borrowers shall, concurrently with
the receipt thereof, terminate Revolving Credit Commitments in an equivalent amount pursuant to ‎Section 2.06.


 


(iv)        Each prepayment of Term Loans pursuant to this ‎Section 2.05(b) (other than clause ‎(iii) above) shall be
applied on a pro rata basis to the Term Loans and, except to the extent a lesser
prepayment is required pursuant to the applicable Incremental Facility Amendment or Extension Offer with respect to any applicable
Class of Incremental Term Loans or Extended Term Loans, any Incremental Term Loans or Extended Term Loans (and
except that any Indebtedness of Borrowers which is secured by Liens on the Collateral on a pro rata basis with the Term Loans
may share ratably (or in such lesser proportion as the terms of such Indebtedness may require) in any such prepayment)
and shall be applied to the amortization schedule set forth in ‎Section 2.07, first to the installments thereof in
direct order of maturity to the next four scheduled payments pursuant to ‎Section 2.07(a) following the applicable
prepayment event, and second, on a pro rata basis to the remaining installments. Each such prepayment of any Class of Term Loans
shall be paid to the Lenders in accordance with their respective Applicable Percentages subject to clause (v) of this
‎Section 2.05(b).


 


(v)         The Lead Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made
pursuant to clauses ‎(i), ‎(ii) or ‎(iii) of this ‎Section
2.05(b) prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify
the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative
Agent will promptly notify each Appropriate Lender of the contents of the Lead Borrower’s prepayment notice and of such
Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender
may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined
Proceeds”) of Term Loans required to be made pursuant to clauses ‎(i) or ‎(ii) of this ‎Section
2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead
Borrower no later than 5:00 p.m. three (3) Business Days after the date of such Lender’s receipt of notice from the
Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of
the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative
Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to
be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any
Declined Proceeds shall be retained by the Borrowers (“Retained Declined Proceeds”).


 


(vi)        Notwithstanding any other provision of this ‎Section 2.05(b), (i) to the extent that any or all of the Net Cash Proceeds
of any Disposition by a Restricted Subsidiary otherwise giving



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 rise to a prepayment pursuant to ‎Section 2.05(b)(ii)
(a “Restricted Disposition”), the Net Cash Proceeds of any Casualty Event of a Restricted Subsidiary (a “Restricted
Casualty Event”), or Excess Cash Flow would be prohibited or delayed by applicable local law from being distributed
or otherwise transferred to a Company, the realization or receipt of the portion of such Net Cash Proceeds or Excess Cash Flow
so affected will not be taken into account in measuring the Borrowers’ obligation to repay Term Loans at the times provided
in ‎Section 2.05(b)(i), or the Borrowers shall not be required to make a prepayment at the time provided in ‎Section
2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such distribution
or transfer (the Companies hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all commercially reasonable
actions available under the applicable local law to permit such repatriation), and once distribution or transfer of any of such
affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, the amount of such Net Cash Proceeds
or Excess Cash Flow permitted to be distributed or transferred (net of additional taxes payable or reserved against as a result
thereof) will be promptly (and in any event not later than three (3) Business Days after such distribution or transfer is permitted)
taken into account in measuring the Borrowers’ obligation to repay the Term Loans pursuant to this Section 2.05(b)
to the extent provided herein and (ii) to the extent that the Lead Borrower has determined in good faith (as set forth in a written
notice delivered to the Administrative Agent) that distribution or other transfer of any or all of the Net Cash Proceeds of any
Restricted Disposition or any Restricted Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking
into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds
or Excess Cash Flow, the amount of the Net Cash Proceeds or Excess Cash Flow so affected shall not be taken into account in measuring
the Borrowers’ obligation to repay Term Loans pursuant to this ‎Section 2.05(b).


 


(vii)         If for any reason (i) the Dollar Equivalent of the aggregate Revolving Credit Exposure denominated in Revolving Alternative Currencies
of all Lenders shall exceed 105% of the Alternative Currency Sublimit or (ii) the aggregate Revolving Credit Exposure of all Lenders
at any time exceeds 101.75% (or if no Revolving Credit Exposure denominated in Revolving Alternative Currencies is outstanding,
100%) of the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of currency
fluctuations or the termination of such Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers
shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in
an aggregate amount equal to such excess over the Alternative Currency Sublimit or the aggregate Revolving Credit Commitments,
as applicable; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to
this ‎Section 2.05(b)(vii) unless after the prepayment in full of the Revolving Credit Loans, the aggregate Revolving
Credit Exposures exceed the aggregate Revolving Credit Commitments.


 


(c)         Interest, Funding Losses, Etc. All prepayments under this ‎Section 2.05 shall be accompanied by all accrued
interest thereon in the currency in which such Loan is denominated, together with, in the case of any such prepayment of a Eurocurrency
Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency
Rate Loan pursuant to ‎Section 3.04.


 


Notwithstanding
any of the other provisions of this ‎Section 2.05, so long as no Event of Default shall have occurred and be continuing,
if any prepayment of Eurocurrency Rate Loans is required to be made under this ‎Section 2.05, prior to the last day
of the Interest Period therefor, in lieu of making any payment pursuant to this ‎Section 2.05 in respect of any such
Eurocurrency Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion, deposit
with the Administrative



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 Agent in the currency in which such Loan is denominated the amount of any such prepayment otherwise required
to be made hereunder until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without
any further action by or notice to or from any Borrower or other Loan Party) to apply such amount to the prepayment of such Loans
in accordance with this ‎Section 2.05. Such deposit shall constitute cash collateral for the Eurocurrency Rate Loans
to be so prepaid, provided that the Borrowers may at any time direct that such deposit be applied to make the applicable
payment required pursuant to this ‎Section 2.05.


 


(d)         Discounted Voluntary Prepayments.


 


(i)         Notwithstanding anything to the contrary set forth in this Agreement (including ‎Section 2.13) or any other Loan Document,
the Borrowers shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders
at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”)
pursuant to the procedures described in this Section 2.05(d), provided that (A) no proceeds from Revolving Credit
Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment shall be offered
to all Term Lenders of such Class on a pro rata basis and (C) the Lead Borrower shall deliver to the Administrative Agent, together
with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Lead Borrower (1) stating that no
Event of Default under ‎Section 8.01(a) or under ‎Section 8.01(f) or ‎(g) (in each case, with respect
to the Borrowers) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each
of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(d) has been satisfied and (3)
specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary
Prepayment.


 


(ii)        To the extent the Borrowers seek to make a Discounted Voluntary Prepayment, the Lead Borrower will provide written notice to the
Administrative Agent substantially in the form of Exhibit H hereto (each, a “Discounted Prepayment Option
Notice”) that the Borrowers desire to prepay Term Loans of one or more specified Classes in an aggregate principal amount
specified therein by the Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount
to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than
$10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment
(A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage)
selected by the Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal
amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to
indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business
Days from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).


 


(iii)       Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof.
On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit I
hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the
 “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20%
would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject
to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect
to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount



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 (“Offered Loans”).
Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable
Lender Participation Notice, the Administrative Agent, in consultation with the Lead Borrower, shall determine the applicable
discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be
(A) the percentage specified by the Borrowers if the Borrowers have selected a single percentage pursuant to ‎Section 2.05(d)(ii)
for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrowers can pay the
Proposed Discounted Prepayment Amount in full (determined by adding the Outstanding Amount of Offered Loans commencing with the
Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted
Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable
Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders
who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding
Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date
shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par
value within the Applicable Discount.


 


(iv)        The Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions
thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to
or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided that
if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed
the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated
by applying the Applicable Discount, the Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based
on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative
Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would
be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each
case calculated by applying the Applicable Discount, the Borrowers shall prepay all Qualifying Loans.


 


(v)         Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as
the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the
amount and holders of Qualifying Loans), without premium or penalty (but subject to ‎Section 3.04), upon irrevocable
notice substantially in the form of Exhibit J hereto (each a “Discounted Voluntary Prepayment Notice”),
delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date
of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment
and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice,
the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is
given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount
on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not
including such date on the amount prepaid. The par principal amount of each Discounted Voluntary Prepayment of a Term Loan shall
be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable).



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(vi)         To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures
(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance
with ‎Section 2.05(d)(ii) above) established by the Administrative Agent and the Lead Borrower, each acting reasonably.


 


(vii)        Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Administrative Agent, the Lead
Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option
Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation
Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Lead Borrower after the date
of such Lender Participation Notice.


 


(viii)       Nothing in this ‎Section 2.05(d) shall require the Borrowers to undertake any Discounted Voluntary Prepayment.


 


Section
2.06.       Termination or Reduction of Commitments.


 


(a)         Optional. The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class,
or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be
received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, and (iii) the Borrowers
shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of
the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect
of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding
Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and
the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders
from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments.
The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless,
after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the
amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess.
Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination of the Commitments if such termination
would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed.


 


(b)         Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making
of such Term Lender’s Term Loans pursuant to ‎Section 2.01(a) or ‎2.01(b), as applicable. The Revolving
Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments shall terminate on
the maturity date applicable thereto.


 


(c)         Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any
termination or reduction of unused Commitments of any Class under this ‎Section 2.06. Upon any reduction of unused
Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Applicable Percentage
of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided



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 in
‎Section 3.06). All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitments
shall be paid on the effective date of such termination.


 


Section
2.07.       Repayment of Loans.


 


(a)         Term A Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Term Lenders holding
each Class of Term A Loans in Dollars (i) on the last Business Day of each March, June, September and December,
(commencing with the second
such date to occur after the Secondfirst payment date
occurring at least one full fiscal quarter after the 2021 Refinancing Amendment Effective Date),
an aggregate principal amount equal to the applicable percentage set forth below of the aggregate principal amount of the New2021
Term A Loans funded on the Second2021
Refinancing Amendment Effective Date and (ii) on the Maturity Date for the Term A Loans, the aggregate principal amount
of all Term A Loans outstanding on such date; provided that payments required by ‎Section 2.07(a)(i) shall be
reduced as a result of the application of prepayments in accordance with ‎Section 2.05.


 


	Payment
    Dates (commencing with the first payment date occurring at least one full fiscal quarter after the Second2021
    Refinancing Amendment Effective Date):	Quarterly
    Amortization Percentage:
	First
    four payment dates	0%
	Second
    four payment dates	1.250.625%
	Third
    four payment dates	1.250.625%
	Fourth
    four payment dates	1.8751.25%
	Fifth
    four payment dates	3.751.25%


 


(b)         Term B Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Term Lenders holding
each Class of Term B Loans in Dollars (i) on the last Business Day of each March, June, September and December,
(commencing with the first suchpayment
date to occuroccurring
at least one full fiscal quarter after the 20182021
Refinancing Amendment Effective Date), an aggregate
principal amount equal to 0.25% of the aggregate principal amount of the Term B Loans funded on the 20182021
Refinancing Amendment Effective Date and (ii) on the Maturity Date for the Term B Loans, the aggregate principal amount
of all Term B Loans outstanding on such date; provided that payments required by ‎Section 2.07(b)(i) shall be
reduced as a result of the application of prepayments in accordance with ‎Section 2.05. In the event any Incremental
Term Loans or Extended Term Loans are made, such Incremental Term Loans or Extended Term Loans, as applicable, shall be repaid
by the Borrowers in the amounts and on the dates set forth in the definitive documentation with respect thereto and on the applicable
Maturity Date thereof.


 


(c)         Revolving Credit Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate
Lenders on the Maturity Date for the Revolving Credit Facility the principal amount of each of its Revolving Credit Loans outstanding
on such date in the currency in which such Revolving Credit Loan is denominated.


 


(d)         Swing Line Loans. The Borrowers shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business
Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.


 


Section
2.08.       Interest.



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(a)         Subject to the provisions of ‎Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period
plus the Applicable Rate, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate plus the relevant Applicable Rate for Revolving Credit Loans that are Base Rate Loans (or such other rate as may otherwise
be agreed by the Borrowers and the applicable Swing Line Lender).


 


(b)         The Borrowers shall pay interest on past due amounts under this Agreement at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand to the fullest extent permitted by and subject
to applicable Laws, including in relation to any required additional agreements.


 


(c)         Interest on each Loan shall be due and payable in the currency in which such Loan is denominated in arrears on each Interest Payment
Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law.


 


Section
2.09.       Fees. In addition to certain fees described in Sections ‎2.03(g) and
 ‎(h):


 


(a)         Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under
the Revolving Credit Facility a commitment fee in Dollars (the “Commitment Fee”) at the applicable Commitment
Fee Rate on the actual daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the Revolving
Credit Exposure (less the Swing Line Exposure) of such Lender. The Commitment Fee for the Revolving Credit Facility shall accrue
at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which
one or more of the conditions in ‎Article 4 is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the second such date to occur after the Closing Date,
and on the Maturity Date for the Revolving Credit Facility.


 


(b)         Other Fees. The Borrowers shall pay to the Agents such fees as shall have been separately agreed upon in writing in the
amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever
(except as expressly agreed between the Borrowers and the applicable Agent).


 


Section
2.10.       Computation of Interest and Fees.


 


(a)         All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate and shall be made on the basis
of a year of three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed.
All computations of interest for Revolving Credit Loans denominated in British Pound Sterling shall be made on the basis of a
year of three hundred sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made
on the basis of a three hundred sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on
which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion
is paid; provided that any such Loan that is repaid on the same day on which it is made shall, subject to ‎Section 2.12(a),
bear interest for one (1)



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 day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


(b)         [Reserved].


 


(c)         The parties acknowledge and agree that all calculations of interest under the Loan Documents are to be made on the basis of the
nominal interest rate described herein and not on the basis of effective yearly rates or on any other basis which gives effect
to the principle of deemed reinvestment of interest. The parties acknowledge that there is a material difference between the stated
nominal interest rates and the effective yearly rates of interest and that they are capable of making the calculations required
to determine such effective yearly rates of interest.


 


Section
2.11.       Evidence of Indebtedness.


 


(a)         The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and
by one or more entries in the Register. Any failure to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the Register, the Register shall be conclusive in the absence
of demonstrable error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver
to such Lender (through the Administrative Agent) a Note payable to such Lender or its registered assigns, which shall evidence
such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon
the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


(b)         In addition to the accounts and records referred to in ‎Section 2.11(a), each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the
Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register
shall be conclusive in the absence of demonstrable error.


 


Section
2.12.       Payments Generally.


 


(a)         All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office and in immediately available funds not later than 2:00 p.m., Local Time, on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by
the Administrative Agent after 2:00 p.m., Local Time, shall (in the sole discretion of the Administrative Agent) be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments under each
Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made
in the currency of such Loan, and, except as otherwise expressly set forth in any Loan Document, all other payments under each
Loan Document shall be made in Dollars.


 


(b)         If
any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided
that, if such extension would cause



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 payment of interest on or principal of Eurocurrency Rate Loans to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding Business Day.


 


(c)         Unless the Lead Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be
made by it to the Administrative Agent hereunder, that the Borrowers or such Lender, as the case may be, will not make such payment,
the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may
(but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.
If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:


 


(i)        if the Borrowers failed to make such payment, then the applicable Lender agrees to pay to the Administrative Agent forthwith on
demand the portion of such assumed payment that was made available to such Lender in immediately available funds, together with
interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent
to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, it being understood that nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its
Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result
of any default by such Lender hereunder; and


 


(ii)       if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof
in immediately available funds, together with interest thereon for the period from the date such amount was made available by
the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent (the “Compensation
Period”) at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. When such Lender makes payment to the Administrative Agent (together with all
accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid
in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a
demand therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest
thereon for the Compensation Period at the interest rate applicable to such Loan. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers
may have against any Lender as a result of any default by such Lender hereunder.


 


A
notice of the Administrative Agent to any Lender or the Lead Borrower with respect to any amount owing under this ‎Section
2.12(c) shall be conclusive, absent demonstrable error.


 


(d)         If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this ‎Article 2, and such funds are not made available to the Borrowers by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in ‎Article 4 are not satisfied or waived in accordance
with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender,
without interest.



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(e)         The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are
several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Loan or purchase its participation.


 


(f)          Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.


 


(g)         Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient
to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and
the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative
Agent and the Lenders in the order of priority set forth in ‎Section 8.04. If the Administrative Agent receives funds
for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which
the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not
be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Applicable Percentage
of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations
outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such
Lender.


 


Section
2.13.       Sharing of Payments. If, other than as expressly provided elsewhere herein, any
Lender shall obtain on account of the Loans made by it, or its participations in L/C Obligations or Swing Line Loans, any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or
other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and
(b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations
in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender
to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided
that (x) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in ‎Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender
in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the
proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered,
without further interest thereon and (y) the provisions of this ‎Section 2.13 shall not be construed to apply to any
payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations
to any assignee or participant. The Borrowers agree that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject
to ‎Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers
in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the
absence of demonstrable error) of participations purchased under this ‎Section 2.13 and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this ‎Section
2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the



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 portion of the Obligations purchased to the same extent as though the purchasing Lender
were the original owner of the Obligations purchased.


 


Section
2.14.       Incremental Credit Extensions.


 


(a)         At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative
Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount
of any Class of Term  Loans or add one or more additional tranches of any Class of term loans (any such Term  Loans
or additional tranche of term loans, the “Incremental Term Loans”) and/or one or more increases in the Revolving
Credit Commitments (the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans,
the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent
amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined
at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and
Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) $750,000,000the
greater of (x) $1,531,000,000 and (y) LTM EBITDA plus (ii) the amount of any voluntary prepayments of the
Term Loans and voluntary permanent reductions of the Revolving Credit Commitments (including Discounted Voluntary Prepayments
limitedin an amount
equal to the cashprincipal
amount paidof
any such reduction) effected after the Closing Date (it being understood that (x) any prepayment of Term Loans with
the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in
connection with a substantially concurrent issuance of new revolving commitments hereunder and (y) any prepayment of Term Loans
or any reduction of Revolving Credit Commitments funded with proceeds from Incremental Facilities incurred pursuant to clause
 ‎(iv) below, in the case of each of (x) and (y) shall not increase the calculation of the amount under this clause
 ‎(ii)) plus (iii) the cashprincipal
amount paid in respect of any reduction in the outstanding principal
amount of the outstanding Loans or any Incremental Facility resulting from assignments to (and purchase by) any Borrower, Parent
or any of their respective Subsidiaries, excluding any reduction funded with proceeds from Incremental Facilities incurred
pursuant to clause ‎(iv) below plus (iv) unlimited additional Incremental Facilities, Permitted Credit Facilities
Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming
that any such Incremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition
consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such
Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed
3.54.00:1.00
(or, to the extent such Incremental
Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt are
incurred in connection with any Permitted Acquisition or similar Investment permitted by the Loan Documents, the First Lien Senior
Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of (x) 4.00:1.00 and (y) the First
Lien Senior Secured Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment);
provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted
Alternative Incremental Facilities Debt may be incurred pursuant to this clause ‎(iv) prior to utilization of the amount
set forth in clause ‎(i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be
in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of
Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such
amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees
as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.


 


(b)         Any Incremental Term Loans (i) for purposes of prepayments, shall be treated substantially the same as (and in any event no more
favorably than) the applicable Class of Term Loans, (ii) shall have



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 interest rate margins and (subject to clauses ‎(iii)
and ‎(iv)) amortization schedule as determined by the Borrowers and the lenders thereunder (provided that,
except in the case of Incremental Term Loans that are (w) in an aggregate
principal amount that does not exceed the greater of (1) $800,000,000 and (2) 50% of LTM EBITDA as of the most recent Test Period,
(x) incurred after the first anniversary of the 2021 Refinancing Amendment Effective Date, (y) that
has a maturity date that is at least twelve
(12) months
after the latest Maturity Date with respect to the
Term A Loans or Term B Loans, as applicable and (z) solely in the case of clause (B), that are not in the form of broadly syndicated
term loans) (A) if the Applicable Rate (which,
for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (with original issue
discount being equated to interest based on an assumed four-year life to maturity) payable to all lenders providing such Incremental
Term Loans that are “term loan Bs” (but excluding customary arrangement or commitment fees payable to any arranger
or bookrunner or their Affiliates in connection therewith)) relating to any Incremental Term Loans that are “term loan Bs”
exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original
issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) payable
to all Lenders providing any Class of Term B Loans (but excluding customary arrangement or commitment fees payable to any arranger,
bookrunner or agent or their Affiliates in connection therewith)) relating to any such Class of Term B Loans immediately prior
to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Rate relating to such
Term B Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all
upfront or similar fees or original issue discount (with original issue discount being equated to interest based on an assumed
four-year life to maturity) payable to all lenders providing such Incremental Term Loans that are “term loan Bs” (but
excluding customary arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith))
relating to such Incremental Term Loans that are “term loan Bs” minus 0.50%; provided,
that this clause (A) shall not be applicable to any Incremental Term Loan that
has a maturity date that is at least eighteen months after the
latest Maturity Date with respect to such Term B Loans and (B) if the Applicable
Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (with original
issue discount being equated to interest based on an assumed four-year life to maturity) payable to all lenders providing such
Incremental Term Loans that are “term loan As” (but excluding customary arrangement or commitment fees payable to
any arranger or bookrunner or their Affiliates in connection therewith)) relating to any Term Loans that are “term loan
As” exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or
original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity)
payable to all Lenders providing the Term A Loans (but excluding customary arrangement or commitment fees payable to any arranger,
bookrunner or agent or their Affiliates in connection therewith)) relating to any Term A Loans immediately prior to the effectiveness
of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Rate relating to such Term A Loans shall be
adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar
fees or original issue discount (with original issue discount being equated to interest based on an assumed four-year life to
maturity) payable to all lenders providing such Incremental Term Loans that are “term loan As” (but excluding customary
arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith)) relating to
such Incremental Term Loans that are “term loan As” minus 0.50% (the
adjustments in the foregoing clauses (A) and (B), including the carveouts and exceptions set forth therein, the “MFN Adjustment”);
provided that, in the case of each of (A) and (B), if the Incremental Term Loans include an interest rate floor greater
than the applicable interest rate floor under such Term Loans, such differential between interest rate floors shall be equated
to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under such Term Loans shall be required,
but only to the extent an increase in the interest rate floor in such Term Loans would cause an increase in the interest rate
then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to such Term Loans
shall be increased to the extent of such differential between interest rate



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 floors), (iii) the final maturity date of any Incremental
Term Loan (x) that is a “term loan A” shall be no earlier than the latest Maturity Date with respect to Term A Loans
and (y) that is a “term loan B” shall be no earlier than the latest Maturity Date with respect to with respect to
Term B Loans, (iv) the Weighted Average Life to Maturity of any Incremental Term Loan (x) that is a “term loan A”
shall be no shorter than the Weighted Average Life to Maturity of the Term A Loans and (y) that is a “term loan B”
shall be no shorter than the Weighted Average Life to Maturity of the Term B Loans and (v) shall otherwise have the same terms
as the applicable Class of Term Loans or such terms as are reasonably satisfactory to the Administrative Agent.;
provided that the foregoing clauses (iii)(y) and (iv)(y) shall not apply to (x) customary bridge facilities (so long as the long-term
Indebtedness into which any customary bridge facility is to be converted or exchanged satisfies such clauses) and (y) at the option
of Borrower, Incremental Term Loans in an aggregate principal amount of up to the Incremental Maturity Carveout in effect immediately
prior to the time of issuance of such Incremental Term Loans.


 


(c)         Any Incremental Revolving Credit Commitment (other than, in the case of clause (c)(i) and (c)(iii) below, any Refinancing Revolving
Credit Commitment) shall (i) have the same maturity date as the Revolving Credit Commitments, (ii) require no scheduled amortization
or mandatory commitment reduction prior to the final maturity of the Revolving Credit Commitments and (iii) be on the same terms
and pursuant to the same documentation applicable to the Revolving Credit Commitments; provided that in the case of any
Incremental Revolving Credit Commitments designated as Refinancing Revolving Credit Commitments, such Refinancing Revolving Credit
Commitments (i) shall have interest rate margins as determined by the Borrowers and the lenders thereunder, (ii) shall not have
a Maturity Date that is prior to the Revolving Maturity Date of the Revolving
Credit Commitments being refinanced and (iii) shall otherwise have the same terms as the Revolving Credit Commitments or Revolving
Credit Loans being refinanced or such terms as are reasonably satisfactory to the Administrative Agent;


 


(d)         Each notice from the Borrowers pursuant to this ‎Section 2.14 shall set forth the requested amount and proposed terms
of the relevant Incremental Term Loans and/or Incremental Revolving Credit Commitments. Any additional bank, financial institution,
existing Lender or other Person that elects to extend Incremental Term Loans or Incremental Revolving Credit Commitments shall
be reasonably satisfactory to the Borrowers and the Administrative Agent (any such bank, financial institution, existing Lender
or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under
this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate,
the other Loan Documents, executed by the Borrowers, such Additional Lender, the Administrative Agent and, in the case of any
Incremental Revolving Credit Commitments, each L/C Issuer and each Swing Line Lender. No Incremental Facility Amendment shall
require the consent of any Lenders other than the Additional Lenders with respect to such Incremental Facility Amendment. No Lender
shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. An
Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as
may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this ‎Section
2.14. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent
and the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing
Date”) of each of the conditions set forth in ‎Section 4.02 (it being understood that (x) all references
to “the date of such Credit Extension” in ‎Section 4.02 shall be deemed to refer to the Incremental Facility
Closing Date and (y) if the proceeds of such Incremental Facility are to be used, in whole or in part, to finance a Limited Condition
Acquisition, (1) the only representations and warranties that will be required to be true and correct in all material respects
as of the applicable Incremental Facility Closing Date shall be customary “specified representations” as agreed by
the Borrowers and the applicable lenders providing such Incremental Facility and (2) ‎Section 4.02(b) shall apply solely
with respect to a Default pursuant to ‎Section 8.01(f) or ‎(g)). Upon each increase in the Revolving Credit
Commitments pursuant to this ‎Section 2.14, each Revolving Credit Lender immediately



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 prior to such increase will automatically
and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Credit Commitment
(each, an “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving
Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s
participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed
assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters
of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental
Revolving Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented
by such Revolving Credit Lender’s Revolving Credit Commitment. Additionally, if any Revolving Credit Loans are outstanding
at the time any Incremental Revolving Credit Commitments are established, the Revolving Credit Lenders immediately after effectiveness
of such Incremental Revolving Credit Commitments shall purchase and assign at par such amounts of the Revolving Credit Loans outstanding
at such time as the Administrative Agent may require such that each Revolving Credit Lender holds its Applicable Percentage of
all Revolving Credit Loans outstanding immediately after giving effect to all such assignments. The Administrative Agent and the
Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.


 


Section
2.15.       Extensions of Term Loans and Revolving Credit Commitments.


 


(a)         Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”)
made from time to time by the Borrowers to all Lenders of any Class of Term Loans or any Class of Revolving Credit Commitments,
in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving
Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate
from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the
maturity date of each such Lender’s Term Loans and/or Revolving Credit Commitments of the applicable Class and otherwise
modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer
(including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving
Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term
Loans) (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable,
in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not
so extended), being a separate Class of Term Loans from the Class of Term Loans from which they were extended, and any Extended
Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class
of Revolving Credit Commitments from which they were extended, it being understood that an Extension may be in the form of an
increase in the amount of any other then outstanding Class of Term Loans or Revolving Credit Commitments otherwise satisfying
the criteria set forth below), so long as the following terms are satisfied: (i) except as to interest rates, fees and final maturity
(which shall be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolving Credit Commitment of
any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to
an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving
Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit
Commitments (and related outstandings); provided that at no time shall there be Revolving Credit Commitments hereunder
(including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different
maturity dates, (ii) except as to interest rates, fees, discounts, amortization, final maturity date, premium, required prepayment
dates and



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 participation in prepayments (which shall, subject to immediately succeeding clauses ‎(iii), ‎(iv) and
 ‎(v), be determined between the Borrowers and set forth in the relevant Extension Offer), the Term Loans of any Term Lender
that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”)
shall have the same terms as the Class of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended
Term Loans shall be no earlier than the then latest maturity date hereunderof
the Class of Term Loans subject to such Extension Offer and the amortization schedule applicable to the applicable
Class of Term Loans pursuant to ‎Section 2.07(a) for periods prior to the Maturity Date for Term A Loans or Term B
Loans as applicable may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter
than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate
on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments
or prepayments hereunder, in each case as specified in the respective Extension Offer, (vi) if the aggregate principal amount
of the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect
of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall
exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments of such Class, as the case may be,
offered to be extended by the Borrowers pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments
of such Class, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably
up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect
to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (vii) all
documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition
shall be satisfied unless waived by the Borrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the
Administrative Agent. No Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.


 


(b)         With respect to all Extensions consummated by the Borrowers pursuant to this ‎Section 2.15, (i) such Extensions shall
not constitute voluntary or mandatory payments or prepayments for purposes of ‎Section 2.05 and (ii) no Extension Offer
is required to be in any minimum amount or any minimum increment, provided that (x) the Lead Borrower may at its election
specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum
amount (to be determined and specified in the relevant Extension Offer in the Lead Borrower’s sole discretion and may be
waived by the Lead Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Classes be
tendered, (y) no Class of Extended Term Loans shall be in a Dollar Equivalent amount of less than $25,000,000 and (z) no Class
of Extended Revolving Credit Commitments shall be in a Dollar Equivalent amount of less than $10,000,000 (each amount in clause
(y) and (z) above, the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by
the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this ‎Section
2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans
and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby
waive the requirements of any provision of this Agreement (including, without limitation, Sections ‎2.05, ‎2.12
and ‎2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated
by this ‎Section 2.15.


 


(c)         No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent
of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or
a portion thereof) and (ii) with respect to any Extension of any Class of Revolving Credit Commitments, the consent of the relevant
L/C Issuer and Swing Line Lender (if such L/C Issuer or Swing Line Lender is being requested to issue letters of



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 credit or make
swing line loans with respect to the Class of Extended Revolving Credit Commitments). All Extended Term Loans, Extended Revolving
Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents
that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and
the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement
and the other Loan Documents with the Borrowers as may be necessary in order to establish new Classes in respect of Revolving
Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable
opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new Classes, in each case on
terms consistent with this ‎Section 2.15. Without limiting the foregoing, in
connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby
directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is
extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).


 


(d)         In connection with any Extension, the Lead Borrower shall provide the Administrative Agent at least five (5) Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures
(including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management
of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative
Agent, in each case acting reasonably to accomplish the purposes of this ‎Section 2.15.


 


Section
2.16.       Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary,
if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting
Lender:


 


(a)         The Commitment Fee shall cease to accrue on any of the Revolving Credit Commitments of such Defaulting Lender pursuant to ‎Section
2.09(a);


 


(b)         the Commitment, Outstanding Amount of Term Loans and Revolving Credit Exposure of such Defaulting Lender shall not be included
in determining whether all Lenders, the Required Lenders or the Required Revolving Credit Lenders have taken or may take any action
hereunder (including any consent to any amendment, waiver or other modification pursuant to ‎Section 10.01); provided
that any waiver, amendment or modification of a type described in clause ‎(a) , ‎(b) or ‎(c) of the first
proviso in ‎Section 10.01 that would apply to the Commitments or Obligations owing to such Defaulting Lender shall
require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or modification with
respect to the Commitments or Obligations owing to such Defaulting Lender;


 


(c)         if any Swing Line Exposure or L/C Obligation exists at the time a Lender under the Revolving Credit Facility becomes a Defaulting
Lender then:


 


(i)         all or any part of the Swing Line Exposure or L/C Obligation of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only (x) to the extent that such reallocation does not,
as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment,
(y) to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s
Swing Line Exposure and L/C Obligation does not exceed the total of all non-Defaulting Lenders’ Commitments and (z) no Default
shall have occurred and be continuing at such time;



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(ii)         if the reallocation described in clause ‎(i) above cannot, or can only partially, be effected, the Borrowers shall
within one (1) Business Days following notice by the Administrative Agent (x) first, prepay such Swing Line Exposure and
(y) second, Cash Collateralize for the benefit of the L/C Issuer only the Borrowers’ obligations corresponding to
such Defaulting Lender’s L/C Obligation (after giving effect to any partial reallocation pursuant to clause ‎(i)
above) in accordance with the procedures set forth in ‎Section 2.03(f) for so long as such L/C Obligation is outstanding;


 


(iii)        if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s L/C Obligation pursuant to clause ‎(ii)
above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to ‎Section 2.03(h)
with respect to such Defaulting Lender’s L/C Obligation during the period such Defaulting Lender’s L/C Obligation
is Cash Collateralized;


 


(iv)        if the L/C Obligations of the non-Defaulting Lenders are increased pursuant to clause (i) above, then the fees payable
to the Lenders pursuant to Sections ‎2.09(a) and ‎2.03(h) shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; and


 


(v)         if all or any portion of such Defaulting Lender’s L/C Obligation is neither reallocated nor Cash Collateralized pursuant
to clause ‎(i) or ‎(ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other
Lender hereunder, all letter of credit fees payable under ‎Section 2.03(h) with respect to such portion of such Defaulting
Lender’s L/C Obligation shall be payable to the L/C Issuer until and to the extent that such L/C Obligation is reallocated
and/or Cash Collateralized; and


 


(d)        so long as such Lender is a Defaulting Lender under the Revolving Credit Facility, such Swing Line Lender shall not be required
to fund any Swing Line Loan and the L/C Issuer shall not be required to issue, amend or increase any Letter of Credit, unless
it has received assurances satisfactory to it that non-Defaulting Lenders will cover the related exposure and/or cash collateral
will be provided by the Borrowers in accordance with ‎Section 2.16(c), and participating interests in any newly made
Swing Line Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner
consistent with ‎Section 2.16(c)(i) (and such Defaulting Lender shall not participate therein).


 


In
the event that the Administrative Agent, the Borrowers, the Swing Line Lender and the L/C Issuer each agrees that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Exposures and
L/C Obligations of the Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving
Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Revolving
Credit Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Credit
Loans in accordance with its Applicable Percentage.


 


Section
2.17.       Permitted Debt Exchanges.


 


(a)         Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted
Debt Exchange Offer”) made from time to time by the Lead Borrower to all Lenders (other than, with respect to any Permitted
Debt Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Lead Borrower, is unable
to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii)
an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S.
person” (as defined in Rule 902 under the Securities Act)) with outstanding Term Loans of a particular Class, the Borrowers
may from time to time consummate one or more exchanges of such Term Loans for Indebtedness (in the form



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 of senior secured notes
or senior unsecured, senior subordinated, or subordinated notes or loans) (such Indebtedness, “Permitted Debt Exchange
Notes” and each such exchange, a “Permitted Debt Exchange”), so long as the following conditions
are satisfied:


 


(i)        each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Term Lenders (other than, with respect to any
Permitted Debt Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Lead Borrower,
is unable to certify that it is (A) a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act), (B) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (C) not a “U.S.
person” (as defined in Rule 902 under the Securities Act)) of each applicable Class based on their respective aggregate
principal amounts of outstanding Term Loans under each such Class;


 


(ii)       the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes shall not exceed
the aggregate principal amount (calculated on the face amount thereof) of Term Loans so refinanced, except by an amount equal
to any fees, expenses, commissions, underwriting discounts and premiums payable in connection with such Permitted Debt Exchange;


 


(iii)      the stated final maturity of such Permitted Debt Exchange Notes is not earlier than the latest Maturity Date for the Class or
Classes of Term Loans being exchanged, and such stated final maturity is not subject to any conditions that could result in such
stated final maturity occurring on a date that precedes such latest maturity date (it being understood that acceleration or mandatory
repayment, prepayment, redemption or repurchase of such Permitted Debt Exchange Notes upon the occurrence of an event of default,
a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity
thereof);


 


(iv)      such Permitted Debt Exchange Notes are not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or
more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon
the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the latest Maturity
Date for the Class or Classes of Term Loans being exchanged, provided that, notwithstanding the foregoing, scheduled amortization
payments (however denominated, including scheduled offers to repurchase) of such Permitted Debt Exchange Notes shall be permitted
so long as the Weighted Average Life to Maturity of such Indebtedness shall be not less than the remaining Weighted Average Life
to Maturity of the Class or Classes of Term Loans being exchanged;


 


(v)       no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is or
substantially concurrently becomes a Loan Party;


 


(vi)      if such Permitted Debt Exchange Notes are secured, such Permitted Debt Exchange Notes are secured on a pari passu basis
(other than with respect to control of remedies) or junior priority basis to the Obligations and (A) such Permitted Debt Exchange
Notes are not secured by any assets not securing the Obligations unless such assets substantially concurrently secure the Obligations
and (B) the beneficiaries thereof (or an agent on their behalf) shall have entered into a Customary Intercreditor Agreement with
the Administrative Agent;


 


(vii)     the terms and conditions of such Permitted Debt Exchange Notes (excluding pricing and optional prepayment or redemption terms
or covenants or provisions applicable only to periods after the Maturity Date of the Class or Classes of Term Loans being exchanged)
reflect



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 market terms and conditions (as reasonably determined by the Borrowers) at the time of incurrence or issuance; provided
that if such Permitted Debt Exchange Notes contain any financial maintenance covenants, such covenants shall not be more restrictive
taken as a whole than those contained in this Agreement (unless such covenants are also added for the benefit of the Lenders under
this Agreement, in which case any requirement to so comply shall not require the consent of any Lender or Agent hereunder);


 


(viii)        all Term Loans exchanged under each applicable Class by the Borrowers pursuant to any Permitted Debt Exchange shall automatically
be cancelled and retired by the Borrowers on date of the settlement thereof (and, if requested by the Administrative Agent, any
applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other
form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns
its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Lead Borrower for immediate cancellation),
and accrued and unpaid interest on such Term Loans shall be paid to the exchanging Lenders on the date of consummation of such
Permitted Debt Exchange, or, if agreed to by the Lead Borrower and the Administrative Agent, the next scheduled Interest Payment
Date with respect to such Term Loans (with such interest accruing until the date of consummation of such Permitted Debt Exchange);


 


(ix)           if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders
in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term
Loans which exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate
principal amount of Term Loans of such Class offered to be exchanged by the Lead Borrower pursuant to such Permitted Debt Exchange
Offer, then the Borrowers shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum
based on the respective principal amounts so tendered, or, if such Permitted Debt Exchange Offer shall have been made with respect
to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate
principal amount of all Term Loans (calculated on the face amount thereof) of all Classes tendered by Lenders in respect of the
relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds
the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant
Classes offered to be exchanged by the Lead Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrowers shall
exchange Term Loans across all Classes subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such
maximum amount based on the respective principal amounts so tendered;


 


(x)            all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications
generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made
in consultation with the Lead Borrower and the Administrative Agent; and


 


(xi)           any applicable Minimum Tender Condition or Maximum Tender Condition, as the case may be, shall be satisfied or waived by the Borrower.


 


Notwithstanding
anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans or Commitments exchanged
pursuant to any Permitted Debt Exchange Offer.



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(b)            
With respect to all Permitted Debt Exchanges effected by the Borrowers pursuant to this ‎Section
2.17, such Permitted Debt Exchange Offer shall be made for not less than $25,000,000 in aggregate principal amount of Term
Loans, provided that subject to the foregoing the Lead Borrower may at its election specify (A) as a condition (a “Minimum
Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified
in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes
be tendered and/or (B) as a condition (a “Maximum Tender Condition”) to consummating any such Permitted Debt
Exchange that no more than a maximum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the
Borrower’s discretion) of Term Loans of any or all applicable Classes will be accepted for exchange. The Administrative
Agent and the Lenders hereby acknowledge and agree that the provisions of Sections ‎2.05,
‎2.06 and ‎2.13 do not apply to
the Permitted Debt Exchange and the other transactions contemplated by this ‎Section
2.17 and hereby agree not to assert any Default or Event of Default in connection with the implementation of any such Permitted
Debt Exchange or any other transaction contemplated by this ‎Section 2.17.


 


(c)            
In connection with each Permitted Debt Exchange, the Lead Borrower shall provide the Administrative Agent at least five
(5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and
the Lead Borrower and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary
or advisable to accomplish the purposes of this ‎Section 2.17; provided
that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required
to indicate their election to participate in such Permitted Debt Exchange shall be not less than five (5) Business Days following
the date on which the Permitted Debt Exchange Offer is made. The Lead Borrower shall provide the final results of such Permitted
Debt Exchange to the Administrative Agent no later than three (3) Business Days prior to the proposed date of effectiveness for
such Permitted Debt Exchange (or such shorter period agreed to by the Administrative Agent in its sole discretion) and the Administrative
Agent shall be entitled to conclusively rely on such results.


 


(d)            
The Borrowers shall be responsible for compliance with, and hereby agree to comply with, all applicable securities and
other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (i) neither the Administrative
Agent nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection
with any Permitted Debt Exchange and (ii) each Lender shall be solely responsible for its compliance with any applicable “insider
trading” laws and regulations to which such Lender may be subject under the Exchange Act.


 


Section
2.18.       Alternate
Rate of Interest.


 


(a)            
Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.18,
if prior to the commencement of any Interest Period for a Eurocurrency Rate Loan:


 


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


 


(ii)               the
Administrative Agent is advised by the Required Lenders that
the Eurocurrency Rate for the
applicable currency and such Interest Period will not
adequately and 



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fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable currency and such
Interest Period;


 


then
the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone, telecopy or electronic mail
as promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (A) any Committed Loan Notice that requests the conversion of any
Revolving Credit Borrowing to, or continuation of any Revolving Credit Borrowing as, a Eurocurrency Rate Loan shall be ineffective
and any such Eurocurrency Rate Loan shall, at the Borrower’s election, be repaid or converted into a Base Rate Loan on
the last day of the then-current
Interest Period applicable thereto and (B) if any Committed Loan Notice requests a Eurocurrency Rate Revolving Credit Borrowing,
such Borrowing shall be made as a Base Rate Loan; provided that if the circumstances giving rise to such notice affect only
one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 


(b)            
Notwithstanding anything to the contrary herein or in any other Loan Document
(and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.18) , if a Benchmark
Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to
the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,
such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such
Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m.
(New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders
without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long
as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders
comprising the Required Lenders of each Class.


 


(c)            
Notwithstanding anything to the contrary herein or in any other Loan Document
and subject to the proviso below in this paragraph, (x) with respect to a Loan denominated in Dollars, if a Term SOFR Transition
Event and its related Benchmark Replacement Date or (y) with respect to a Loan denominated in Euros, if a Term ESTR Transition
Event and its related Benchmark Replacement Date, as applicable, have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause
(c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Lead Borrower a Term SOFR Notice
or a Term ESTR Notice, as applicable. For the avoidance of doubt, the Administrative Agent shall not be required to deliver any
(x) Term SOFR Notice after the occurrence of a Term SOFR Transition Event or (y) a Term ESTR Notice after the occurrence of a
Term ESTR Transition Event, and may do so in its sole discretion.


 


(d)            
In connection with the implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to
the contrary herein or in any other Loan Document, any amendments



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implementing such Benchmark Replacement Conforming Changes will
become effective without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(e)            
The Administrative Agent will promptly notify the Lead Borrower and the Lenders
of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement,
(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark
pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant
to this Section 2.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to
this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.18.


 


(f)            
Notwithstanding anything to the contrary herein or in any other Loan Document,
at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is
a term rate (including Term SOFR, Term ESTR, Eurocurrency Screen Rate or EURIBOR Rate) and either (A) any tenor for such Benchmark
is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public
statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then
the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such
time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above
either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or
(B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including
a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark
settings at or after such time to reinstate such previously removed tenor.


 


(g)            
Upon the Lead Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period,
the Lead Borrower may revoke any request
for a Eurocurrency Rate Loan of,
conversion to or continuation of Eurocurrency Rate Loans to
be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Lead Borrower
will be deemed to have converted
any
such request into a request
for a Borrowing of or
conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of Base Rate.


 


Article
3



Taxes, Increased Costs Protection and Illegality


 


Section
3.01.       Taxes.


 


(a)            
Any and all payments by the Loan Parties (the terms Loan Parties and Borrowers under this ‎Section
3.01 being deemed to include any Subsidiary for whose account a Letter of Credit is issued) to or for the account of any Agent
or any Lender under any Loan Document shall be made free and clear 



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of and without deduction for any Taxes unless required by applicable
Law. If any applicable Withholding Agent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to any Agent or any Lender, (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable by
the applicable Borrower or applicable Guarantor shall be increased as necessary so that after all required deductions have been
made (including deductions applicable to additional sums payable under this ‎Section
3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions
been made, (ii) such applicable Withholding Agent shall make such deductions, (iii) such applicable Withholding Agent shall pay
the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws.


 


(b)            
In addition, the Loan Parties agree to timely pay to the relevant Governmental Authority, or at the option of the Administrative
Agent to timely reimburse it for the payment, any Other Taxes.


 


(c)            
Without duplication of amounts payable under ‎Section 3.01(a) or
‎3.01(b), the Loan Parties agree to indemnify each Agent and each Lender
for (i) the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted
by any jurisdiction in respect of amounts payable under this ‎Section 3.01)
payable by such Agent and such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. Payment under this ‎Section 3.01(c) shall be made within ten
(10) days after the date such Lender or such Agent makes a demand therefor. A certificate setting forth in reasonable detail the
basis for and calculation of the amount of such payment or liability delivered to the applicable Loan Party by a Lender (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 


(d)            
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of ‎Section 10.07(e)
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph ‎(d).


 


(e)            
As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this ‎Section
3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of any receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(f)            
If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes as to
which indemnification or additional amounts have been paid to it by a Loan Party pursuant to this ‎Section
3.01, it shall promptly remit an amount equal to such refund as soon as practicable after it is determined that such refund
pertains to Indemnified Taxes or Other Taxes (but only to the extent of indemnity payments made, or additional amounts paid, by
a Loan Party under this ‎Section 



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3.01 with respect to Taxes giving rise
to such refund) to the Loan Party, net of all reasonable out-of-pocket expenses (including any Taxes) of the Lender or Agent,
as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund);
provided that the Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return an
amount equal to such refund (plus any applicable interest, charges, additions to tax or penalties) to such party in the event
such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall,
at the Lead Borrower’s request, provide the Lead Borrower with a copy of any notice of assessment or other evidence of the
requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any
information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary in this paragraph
‎(f), in no event will the indemnified party be required to pay any amount to a Loan
Party pursuant to this paragraph ‎(f) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent
to arrange its Tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any Tax refund or to make
available its Tax returns or disclose any information relating to its Tax affairs or any computations in respect thereof or require
any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions
or repayments to which it may be entitled.


 


(g)            
Each Lender agrees that, upon the occurrence of any event giving rise to the operation of ‎Section
3.01(a) or ‎(c) with respect to such Lender it will, if requested by
any Borrower, use reasonable efforts (subject to legal and regulatory restrictions), to designate another Applicable Lending Office
for any Loan or Letter of Credit affected by such event; provided that such designation in the judgment of such Lender
would eliminate or reduce the amounts payable pursuant to ‎Section 3.01(a)
or ‎(c) and that such efforts are made on terms that, in the judgment
of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage,
and provided further that nothing in this paragraph ‎(g) shall affect or
postpone any of the Obligations of the Borrowers or the rights of such Lender pursuant to ‎Section
3.01(a) or ‎(c). The Borrowers hereby agree to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation.


 


(h)            
Each Lender shall, at such times as are reasonably requested by the Borrowers or the Administrative Agent, provide the
Lead Borrower and the Administrative Agent with any documentation
prescribed by law, or reasonably requested by the Lead Borrower
or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding
Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, any Lender, if reasonably requested
by the Lead Borrower or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Lead
Borrower or the Administrative Agent as will enable the Lead
Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation
(including any documentation specifically referenced below) expired, obsolete or inaccurate in any material respect, deliver promptly
to the Lead Borrower and the Administrative Agent updated
or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent)
or promptly notify the Lead Borrower and the Administrative
Agent in writing of its inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in (i), (ii) and (iii) below) shall not
be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to
any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.






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Without
limiting the generality of the foregoing:


 


(i)              
Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver
to the Lead Borrower and the Administrative Agent on or
before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal
Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding;


 


(ii)             
Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver
to the Lead Borrower and the Administrative Agent on or
before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by law or upon the
reasonable request of the Borrower or the Administrative Agent) whichever of the following is applicable:


 


(A)           
two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor forms) claiming
eligibility for benefits of an income tax treaty to which the United States is a party,


 


(B)           
two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(C)           
in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or the
Code, (x) a certificate, in substantially the form of Exhibit K (any such certificate a “United States Tax
Compliance Certificate”), or any other form approved by the Administrative Agent, to the effect that such Lender is
not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of the relevant Borrower within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code, and (y) two duly completed copies of Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable (or any successor forms), or


 


(D)           
to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Lender that
has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form
W-8ECI, W-8BEN or W-8BEN-E, as applicable (or any successor forms), United States Tax Compliance Certificate, Form W-9, Form W-8IMY
(or other successor forms) or any other certification documents from each beneficial owner, as applicable (provided that,
if the Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio
interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such direct or indirect
partner(s)), or


 


(E)           
two duly completed copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury
regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments
to such Lender under the Loan Documents.


 


(iii)            
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections
1471(b) or 



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1472(b) of the Code, as applicable), such Lender shall deliver to the Lead
Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested
by the Lead Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Lead Borrower or the Administrative
Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their FATCA obligations, to determine
whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to
deduct and withhold from such payment.


 


Notwithstanding
any other provision of this clause ‎(h), a Lender shall not be required to
deliver any form that such Lender is not legally eligible to deliver.


 


(i)            
The Administrative Agent shall provide the Lead Borrower with two duly completed original copies of, if it is a United
States person (as defined in Section 7701(a) (30) of the Code), Internal Revenue Service Form W-9 certifying that it is exempt
from U.S. federal backup withholding, and, if it is not a United States person, (A) Internal Revenue Service Form W-8ECI with
respect to payments to be received by it as a beneficial owner and (B) Internal Revenue Service Form W-8IMY (together with required
accompanying documentation) with respect to payments to be received by it on behalf of the Lenders, and shall update such forms
periodically upon the reasonable request of the Lead Borrower. Notwithstanding any other provisions of this clause ‎(i),
the Administrative Agent shall not be required to deliver any form that such Administrative Agent is not legally eligible to deliver.


 


(j)            
For the avoidance of doubt, the term “Lender” shall, for purposes of this ‎Section
3.01, include any L/C Issuer and any Swing Line Lender.


 


(k)            Each party’s obligations under this ‎Section 3.01 shall survive
the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


Section
3.02.       Inability to Determine Rates. (a) If
the Administrative Agent or the Required Lenders determine that for any reason adequate
and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest
Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all
purposes of this ‎Section 3.02
only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency)
determine that the Eurocurrency Rate for any
currency requested Interest Period with respect to such proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable
London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the
Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make
or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may
revoke any pending request for a Borrowing of, conversion to
or continuation of Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated
in Dollars, will be deemed to have converted such request into a request for a Borrowing of
Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan
to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and
the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding
such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” 



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for
the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested
Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of
the then current Interest Period).[reserved].


 


(a)            
Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or any applicable
lending office of such Lender to make, maintain, or fund Eurocurrency Rate Loans in one or more currencies, or to make Loans of
any Type to Borrowers in one or more jurisdictions, hereunder, then such Lender shall promptly so notify the Lead Borrower thereof
and such Lender’s obligation to make or continue any Eurocurrency Rate Loans in such currencies, to convert other Types
of Loans into Eurocurrency Rate Loans in such currencies or to make Loans to Borrowers in such jurisdictions shall be suspended
until the circumstances giving rise to suspension no longer exist (in which case such Lender shall again make, maintain, and fund
Eurocurrency Rate Loans in such currencies and Loans to Borrowers in such jurisdictions), and each such Eurocurrency Rate Loan
in an affected currency then outstanding shall (i) in the case of Loans in Dollars, be converted into Base Rate Loans on the last
day of the then-current Interest Period with respect thereto and (ii) in the case of Loans in any Revolving Alternative Currency,
at the option of the applicable Borrower, either (A) be paid on the last day of the then-current Interest Period with respect
thereto or (B) be converted into Base Rate Loans denominated in Dollars on the last day of the then-current Interest Period with
respect thereto, at the Exchange Rate in effect on such day (it being agreed that at the request of any affected Lender (with
a copy to the Administrative Agent), the applicable Borrower will pay to such Lender any additional amount required to compensate
such Lender for any actual losses sustained by it as a result of such conversion of the currency of any Loan).


 


Section
3.03.       Increased Cost and Reduced Return; Capital Adequacy;
Reserves on Eurocurrency Rate Loans.


 


(a)            
If any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall
be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan or issuing or participating
in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing
(including as a result of Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto) (excluding for purposes of this ‎Section
3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Excluded Taxes) or (ii) reserve
requirements contemplated by ‎Section 3.03(c)), then from time to time
within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such
demand to the Administrative Agent given in accordance with ‎Section 3.05),
the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.


 


(b)            
If any Lender determines that as a result of any Change in Law regarding capital adequacy or liquidity requirements or
any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its
Applicable Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies
with respect to capital adequacy or liquidity requirements and such Lender’s desired return on capital), then from time
to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return
(with a copy of such demand to the Administrative Agent given in accordance with ‎Section
3.05), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within
fifteen (15) days after receipt of such demand.






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(c)            
The Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect
to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal
amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive in the absence of demonstrable error), and (ii) as long
as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking
or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency
Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five
decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive absent demonstrable error) which in each case shall be due and payable on
each date on which interest is payable on such Loan, provided the Lead Borrower shall have received at least fifteen (15)
days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a
Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall
be due and payable fifteen (15) days after receipt of such notice.


 


(d)            
Subject to ‎Section 3.05(b), failure or delay on the part of any
Lender to demand compensation pursuant to this ‎Section 3.03 shall not
constitute a waiver of such Lender’s right to demand such compensation.


 


(e)            
If any Lender requests compensation under this ‎Section 3.03, then
such Lender will, if requested by the Borrowers, use reasonable efforts to designate another Applicable Lending Office for any
Loan or Letter of Credit affected by such event; provided that such designation in the judgment of such Lender would eliminate
or reduce the amounts payable pursuant to this ‎Section 3.03 and that such
efforts are made on terms that, in the judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer
no material economic, legal or regulatory disadvantage; and provided, further, that nothing in this ‎Section
3.03(e) shall affect or postpone any of the Obligations of the Borrowers or the rights of such Lender pursuant to ‎(a),
‎(b), ‎(c) or ‎(d).


 


Section
3.04.       Funding Losses. Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)            
any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the
Interest Period for such Loan; or


 


(b)            
any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Loan (other than a Base Rate Loan) on the date or in the amount notified by the Borrowers;


 


including
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained.


 


For
purposes of calculating amounts payable by the Borrowers to the Lenders under this ‎Section
3.04, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such
Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurocurrency Rate Loan was in fact so funded.






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Section
3.05.       Matters Applicable to All Requests for Compensation.


 


(a)            
Any Agent or any Lender claiming compensation under this ‎Article 3
shall deliver a certificate to the Borrowers setting forth the additional amount or amounts to be paid to it hereunder which
shall be conclusive in the absence of demonstrable error. In determining such amount, such Agent or such Lender may use any reasonable
averaging and attribution methods.


 


(b)            
With respect to any Lender’s claim for compensation under ‎Section
3.01, ‎Section 3.02, ‎Section
3.03 or ‎Section 3.04, the Borrowers shall not be required to compensate
such Lender for any amount incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Lead
Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive,
then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender
requests compensation by the Borrowers under ‎Section 3.03, the Lead Borrower
may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue
Eurocurrency Rate Loans from one Interest Period to another, or to convert Base Rate Loans into Eurocurrency Rate Loans, until
the event or condition giving rise to such request ceases to be in effect (in which case the provisions of ‎Section
3.05(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the
compensation so requested.


 


(c)            
If the obligation of any Lender to make or continue any Eurocurrency Rate Loan from one Interest Period to another, or
to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to ‎Section
3.05(b) hereof, such Lender’s Eurocurrency Rate Loans denominated in Dollars shall be automatically converted into Base
Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate
conversion required by ‎Section 3.02, on such earlier date as required
by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in ‎Section
3.01, ‎Section 3.02, ‎Section
3.03 or ‎Section 3.04 hereof that gave rise to such conversion no longer
exist:


 


(i)              
to the extent that such Lender’s Eurocurrency Rate Loans denominated in Dollars have been so converted, all payments
and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead
to its Base Rate Loans; and


 


(ii)              
all Loans denominated in Dollars that would otherwise be made or continued from one Interest Period to another by such
Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender
that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.


 


(d)            
If any Lender gives notice to the Lead Borrower (with a copy to the Administrative Agent) that the circumstances specified
in ‎Section 3.01, ‎Section
3.02, ‎Section 3.03 or ‎Section
3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans denominated in Dollars pursuant
to this ‎Section 3.05 no longer exist (which such Lender agrees to do promptly
upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s
Base Rate Loans shall be automatically converted to Eurocurrency Rate Loans, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans
held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate
basis, and Interest Periods) in accordance with their respective Commitments.






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Section
3.06.       Replacement of Lenders under Certain Circumstances.


 


(a)            
If at any time (i) any Lender requests reimbursement for amounts owing pursuant to ‎Section
3.01 or ‎Section 3.03 as a result of any condition described in such
Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in ‎Section
3.02 or ‎Section 3.03, (ii) any Lender becomes a Defaulting Lender
or (iii) any Lender becomes a Non-Consenting Lender, then the Lead Borrower may, on prior written notice to the Administrative
Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall be obligated to) assign pursuant
to ‎Section 10.07(b) (with the assignment fee to be paid by the Borrowers
in such instance) all of its rights and obligations under this Agreement (or, with respect to clause ‎(iii)
above, all of its rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related
consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person; and provided, further,
that (A) in the case of any such assignment resulting from a claim for compensation under ‎Section
3.03 or payments required to be made pursuant to ‎Section 3.01, such
assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from
a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver
or amendment of the Loan Documents.


 


(b)            
Any Lender being replaced pursuant to ‎Section 3.06(a) above shall
(i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans, as applicable (provided that the failure of any such Lender to
execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register)
and (ii) deliver Notes, if any, evidencing such Loans to the Borrowers or Administrative Agent. Pursuant to such Assignment and
Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitments
and outstanding Loans and participations in L/C Obligations and Swing Line Loans, as applicable, (B) all obligations of the Loan
Parties owing to the assigning Lender relating to the Loan Documents and participations so assigned shall be paid in full by the
assignee Lender or the Loan Parties (as applicable) to such assigning Lender concurrently with such assignment and assumption,
any amounts owing to the assigning Lender (other than a Defaulting Lender) under ‎Section
3.04 as a consequence of such assignment and, in the case of an assignment of Term B Loans in connection with a Repricing
Transaction, the premium, if any, that would have been payable by the Borrowers on such date if such Lender’s Term Loans
subject to such assignment had been prepaid on such date shall have been paid by the Borrowers to the assigning Lender and (C)
upon such payment and, if so requested by the assignee Lender, the assignor Lender shall deliver to the assignee Lender the appropriate
Note or Notes executed by the Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease
to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification
provisions under this Agreement, which shall survive as to such assigning Lender.


 


(c)            
Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder
at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer
(including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory
to such L/C Issuer, or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements
reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender
that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of ‎Section
9.09.






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(d)            
In the event that (i) the Borrowers or the Administrative Agent have requested that the Lenders (A) consent to an extension
of the Maturity Date of any Class of Loans as permitted by ‎Section 2.15,
(B) consent to a departure or waiver of any provisions of the Loan Documents or (C) agree to any amendment thereto, (ii) the consent,
waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of ‎Section
10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders (or, solely with respect
to clause (A) above, the Required Revolving Lenders or Required Term Loan Lenders with respect to a certain Class of the Loans
for which an Extension Offer has been made) have agreed to such consent, waiver or amendment, then any Lender who does not agree
to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


Section
3.07.       Survival. All of the Borrowers’ obligations
under this ‎Article 3 shall survive termination of the Aggregate Commitments
and repayment of all other Obligations hereunder and any assignment of rights by or replacement of a Lender or L/C Issuer.


 


Article
4



Conditions Precedent to Credit Extensions


 


Section
4.01.       Conditions to Closing Date. The obligations
of the Lenders to make Loans on the Closing Date and the effectiveness of the Commitments hereunder are subject to the following
conditions:


 


(a)            
The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form
and substance reasonably satisfactory to the Administrative Agent and its legal counsel:


 


(i)                
executed counterparts of this Agreement from each of the parties listed on the signature pages hereto;


 


(ii)               
executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto;


 


(iii)              
a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance
of the Closing Date;


 


(iv)              
each Collateral Document set forth on Schedule ‎4.01(a) required to be
executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as
provided in such Collateral Documents);


 


(A)           
certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed
in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank;


 


(B)           
evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably
necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a
manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and


 






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(C)           
evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect
and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States
insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;


 


(v)              
such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates
and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing
the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;


 


(vi)              
an opinion from each of (A) Mayer Brown LLP, U.S. counsel to the Loan Parties, (B) K&L Gates LLP, special North Carolina
counsel to Parent and (C) Carson Stewart, Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory
to the Administrative Agent;


 


(vii)             
a certificate of a Responsible Officer of Parent certifying as to the matters set forth in Sections 4.01(f), ‎4.02(a)
and ‎(b);


 


(viii)            
a certificate attesting to the Solvency of the Group on the Closing Date after giving effect to the Transaction, from the
Parent’s chief financial officer or other officer with equivalent duties;


 


(ix)              
a Committed Loan Notice or Letter of Credit Application, as applicable, relating to any Credit Extension being made on
the Closing Date; and


 


(x)                
if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring
down telegrams or facsimiles, for each Loan Party.


 


(b)            
All fees and expenses required to be paid hereunder or pursuant to the Fee Letters, in the case of expenses, to the extent
invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the
Closing Date out of the proceeds of the Credit Extensions made to the Borrowers on the Closing Date.


 


(c)            
The Lead Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements, (iii)
annual projections in a form reasonably satisfactory to the Lead Arrangers and (iv) a copy of the Offering Memorandum.


 


(d)            
Prior to or substantially simultaneously with the making of the Credit Extensions to the Borrowers on the Closing Date,
(i) the Refinancing shall have been consummated and (ii) the Senior Notes shall have been issued and, in each case, the Administrative
Agent shall have received satisfactory evidence thereof.


 


(e)            
The Administrative Agent and the Lead Arrangers shall have received at least two (2) Business Days prior to the Closing
Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing
at least five (5) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably
determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the USA PATRIOT Act.






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(f)            
That, since December 31, 2015, there shall not have occurred any event, condition or circumstance that has had, or could
reasonably be expected to have, a Material Adverse Effect on the business, assets, results of operations or financial condition
of Parent and its subsidiaries or on the business to be conducted by them.


 


For
purposes of determining whether the Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to
have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented
to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender
has notified the Administrative Agent of any disagreement prior to the making of the Credit Extensions on the Closing Date.


 


Section
4.02.       Conditions to All Credit Extensions. The
obligation of each Lender to honor any Request for Credit Extension including on the Closing Date (other than (x) a Committed
Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or (y) a Credit
Extension of Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to the following conditions
precedent:


 


(a)            
The representations and warranties of the Companies and each other Loan Party contained in ‎Article
5 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension;
provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall
be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty
that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and
correct (after giving effect to any qualification therein) in all respects on such respective dates.


 


(b)            
No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.


 


(c)            
The Administrative Agent and, if applicable, the relevant L/C Issuer or Swing Line Lender shall have received a Request
for Credit Extension in accordance with the requirements hereof.


 


Each
Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type
or a continuation of Eurocurrency Rate Loans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited
Condition Acquisition) submitted by the Borrowers shall be deemed to be a representation and warranty that the applicable conditions
specified in Sections ‎4.02(a) and ‎(b)
have been satisfied on and as of the date of the applicable Credit Extension. 


 





Article
5



Representations and Warranties


 


The
Borrowers represent and warrant to the Agents and the Lenders that:


 


Section
5.01.       Existence, Qualification and Power; Compliance
with Laws. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and
validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and, where applicable, in good
standing under the Laws of each jurisdiction 



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where its ownership, lease or operation of properties or the conduct of its business
requires such qualification, (d) is in compliance with all Laws (including the USA PATRIOT Act and anti-money laundering laws),
orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals
to operate its business as currently conducted; except in each case referred to in clause ‎(a)
(other than with respect to the Companies), ‎(b)‎(i),
‎(c), ‎(d) or ‎(e),
to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


Section
5.02.       Authorization; No Contravention. The execution,
delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the
Transaction, (a) have been duly authorized by all necessary corporate or other organizational action and (b) do not and will not
(i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach
or contravention of, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or
affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii) result in
the creation of any Lien (other than under the Loan Documents) or (iv) violate any material Law; except (in the case of clauses
‎(b)‎(ii) and ‎(b)‎(iv)),
to the extent that such conflict, breach, contravention, payment or violation could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


Section
5.03.       Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or
any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against,
any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any
Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created
under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender
of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except
for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties,
(ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given
or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices
or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


Section
5.04.       Binding Effect. This Agreement and each
other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other
Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general
principles of equity.


 


Section
5.05.       Financial Statements; No Material Adverse Effect.


 


(a)            
The Quarterly Financial Statements and the Annual Financial Statements fairly present in all material respects the consolidated
financial condition of the Parent and its consolidated subsidiaries and the combined financial condition of the Group, as of the
dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout
the periods covered thereby, except as otherwise disclosed to the Administrative Agent prior to the Closing Date.


 


(b)            
Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had
or could reasonably be expected to have a Material Adverse Effect.






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Section
5.06.       Litigation. Except as set forth on Schedule
‎5.06, there are no actions, suits, proceedings, claims or disputes pending or, to
the knowledge of the Companies, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Companies or any Restricted Subsidiary or against any of their properties or revenues that either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


Section
5.07.       Ownership of Property; Liens. Each Loan
Party and each of its Subsidiaries has good and valid fee simple title to, or valid leasehold interests in, or easements or other
limited property interests in, all real property of such Loan Party or Subsidiary, and good title to its personal property and
other assets owned by such Loan Party or Subsidiary, free and clear of all Liens except for Permitted Liens, except where the
failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


Section
5.08.       Environmental Compliance. Except as could
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:


 


(a)            
there are no pending or, to the knowledge of the Companies, threatened in writing claims, actions, suits, notices of violation,
notices of potential responsibility or proceedings related to the Loan Parties or any of their respective Subsidiaries alleging
potential liability under or responsibility for violation of, or otherwise relating to, any Environmental Law;


 


(b)            
(i) there is no asbestos or asbestos-containing material in a condition that requires remediation on any property currently
or formerly owned, leased or operated by any Loan Party or any of its respective Subsidiaries; and (ii) there has been no Release
or threatened Release of Hazardous Materials at, on, under or from any location in a manner which would reasonably be expected
to give rise to liability of any Loan Party or any of its respective Subsidiaries under Environmental Laws;


 


(c)            
neither the Loan Parties nor any of their respective Subsidiaries is undertaking, or is required to undertake, either individually
or together with other persons, any investigation or response action relating to any actual or threatened Release of Hazardous
Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any
Environmental Law;


 


(d)            
all Hazardous Materials transported from any property currently or, to the knowledge of the Companies or any of their respective
Subsidiaries, formerly owned, leased or operated by any Loan Party or any of its respective Subsidiaries for off-site disposal
have been disposed of in compliance with all Environmental Laws;


 


(e)            
none of the Loan Parties nor any other of their respective Subsidiaries has contractually assumed any liability or obligation
under or relating to any Environmental Law or is otherwise subject to any Environmental Liability or knows of any basis for such
Environmental Liability;


 


(f)             
the Loan Parties and their respective Subsidiaries and their respective businesses, operations and properties are and have
been in compliance with applicable Environmental Laws; and


 


(g)            
the representations in this ‎Section 5.08 are the sole representations
and warranties of the Loan Parties and their respective Subsidiaries with respect to Environmental Laws and Environmental Liabilities.


 


Section
5.09.       Taxes. Each Company and each Restricted
Subsidiary have timely filed all federal, provincial, state, municipal, foreign and other Tax returns and reports required to
be filed, and 



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have timely paid all federal, provincial, state, municipal, foreign and other Taxes levied or imposed upon them
or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and, except for failures
to file or pay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
There are no Tax audits, deficiencies, assessments or other claims with respect to any Company or Restricted Subsidiary that could,
either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


Section
5.10.       Compliance with ERISA.


 


(a)            
Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect,
each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws and applicable foreign
laws, respectively.


 


(b)            
(i) No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving
of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 et seq. or 4243 of ERISA with
respect to a Multiemployer Plan; and (iii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could
be subject to Section 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this ‎Section
5.10, as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


Section
5.11.       Subsidiaries; Equity Interests. As of the
Closing Date, neither the Borrowers nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule ‎5.11,
and all of the outstanding Equity Interests in the Companies and their Subsidiaries have been validly issued, are fully paid and,
in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests
owned directly or indirectly by any Loan Party are owned free and clear of all Liens except (i) those created under the Collateral
Documents, (ii) those Liens permitted under Sections ‎7.01(b), ‎(o),
‎(w) (solely with respect to modifications, replacements, renewals or extensions of Liens
permitted by Sections ‎7.01(b) and ‎(o))
and (ii) and (iii) any nonconsensual Lien that is permitted under ‎Section
7.01. (a) As of March 31, 2016, Schedule ‎5.11 sets forth the name and
jurisdiction of organization or incorporation of each Subsidiary, (b) as of March 31, 2016, Schedule ‎5.11
sets forth the ownership interest of the Companies and the other Loan Parties in each of their direct Subsidiaries, including
the percentage of such ownership and (c) as of the Closing Date, Schedule ‎5.11
identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral
and Guarantee Requirement.


 


Section
5.12.       Margin Regulations; Investment Company Act.


 


(a)            
(i) No Loan Party is engaged nor will it engage, principally or as one
of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued
by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or
drawings under any Letter of Credit will be used for any purpose that violates Regulation U or Regulation X of the FRB and
(ii) with respect to each of the Loan Parties,
after applying the proceeds of all Credit Extensions, not more than 25% of the value of its assets constitutes margin stock. 



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(b)            
None of the Companies, any Person Controlling the Companies or any other Loan Party is or is required to be registered
as an “investment company” under the Investment Company Act of 1940, as amended.


 


Section
5.13.       Disclosure. No report, financial statement,
certificate or other written information furnished by or on behalf of any Loan Party to any Agent, any Lead Arranger or any Lender
in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other
Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains when furnished any
material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading; provided that, with respect to projected financial
information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such
variances may be material.


 


Section
5.14.       Intellectual Property; Licenses, Etc. Each
of the Loan Parties and the other Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service
marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights
and other intellectual property rights (collectively, “IP Rights”) that are used in or reasonably necessary
for the operation of their respective businesses as currently conducted, and, to the knowledge of the Companies, without violation
of the rights of any Person, except to the extent such failures or violations, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such IP Rights, is pending
or, to the knowledge of the Companies, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.


 


Section
5.15.       Solvency. On the Closing Date after giving
effect to the Transaction, the Companies and the Subsidiaries, on a consolidated basis, are Solvent.


 


Section
5.16.       Collateral Documents. The Collateral Documents
are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties legal, valid and enforceable Liens
on and security interests in, the Collateral described therein and to the extent intended to be created thereby, except as such
enforceability may be limited by Debtor Relief Laws and by general principles of equity, and (i) when all appropriate filings
or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall
be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral
Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession
or control shall be given to the Collateral Agent to the extent required by any Collateral Document), the Liens created by such
Collateral Documents will constitute so far as possible under relevant Law fully perfected first-priority Liens on, and security
interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than
Permitted Liens.


 


Section
5.17.       Use of Proceeds. The proceeds of the Term
A Loans, (other than
the 2021 Term A Loans) and the Term B Loans (other than the 20182021
Term B Loans) and shall
be used in
a manner consistent with the uses
set forth in the Preliminary Statements to this Agreement. The proceeds of the
Revolving Credit Loans shall be used in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement.
The 2018 and to refinance in full the Outstanding Amount
of Existing Revolving Credit Loans (as defined in the 2021 Refinancing Amendment) immediately prior to the effectiveness of the
2021 Refinancing Amendment. The 2021 Term BA
Loans shall be used on the 20182021
Refinancing Amendment Effective Date to refinance in full the Outstanding Amount of Existing Term A
Loans (as defined in the 2021 Refinancing Amendment) and immediately prior to the 



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effectiveness of the 2021 Refinancing Amendment
and certain other Indebtedness. The 2021 Term B Loans shall be used on the 2021 Refinancing Amendment Effective Date to refinance
in full (together with a portion of the proceeds of the 2021 Term A Loans) the Outstanding Amount of Existing Term
B Loans (as defined in the 20182021
Refinancing Amendment) immediately prior to the effectiveness of the 20182021
Refinancing Amendment.


 


Section
5.18.       Anti-Terrorism Laws; OFAC and Anti-Corruption
Laws. (a) Each of the Companies and their Subsidiaries has complied and is in compliance, in all material respects, with the
Sanctions Laws and Regulations and with the United States Foreign Corrupt Practices Act of 1977, as amended and any similar laws,
rules or regulations issued, administered or enforced by any Governmental Authority having jurisdiction over any of the Companies
and their Subsidiaries (“Anti-Corruption Laws”). No Borrowing or Letter of Credit, or use of any part of the
proceeds of any Loan, will violate or result in the violation of any Sanctions Laws and Regulations or any Anti-Corruption Laws
applicable to any party hereto.


 


(a)            
None of (i) the Companies or any other Loan Party, (ii) the Restricted Subsidiaries that are not Loan Parties or (iii)
to the knowledge of the Borrowers, any director, manager, officer, agent or employee of the Companies or any of their Restricted
Subsidiaries, in each case, is (A) on the list of “Specially Designated Nationals and Blocked Persons” or other sanctions
list maintained by OFAC, (B) located, organized or resident in a country or territory that is itself the target of any Sanctions
Laws and Regulations or (C) 50% or more owned by one or more Persons described in clause ‎(A)
above.


 


(b)            
The Companies and their Restricted Subsidiaries have implemented and maintain in effect policies and procedures reasonably
designed to ensure compliance by the Companies and the Restricted Subsidiaries, and by their respective directors, officers, employees
and agents in connection with any such Person’s actions on behalf of the Companies or the Restricted Subsidiaries, with
Sanctions Laws and Regulations and with Anti-Corruption Laws.


 


Article
6



Affirmative Covenants


 


From
and after the Closing Date and for so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder
which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrowers
shall, and shall (except in the case of the covenants set forth in ‎Section
6.01, ‎Section 6.02 and ‎Section
6.03) cause each of the other Companies and the Restricted Subsidiaries to:


 


Section
6.01.       Financial Statements. Deliver to the Administrative
Agent for prompt further distribution to each Lender:


 


(a)            
as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Parent, all financial
information that would be required to be contained in an annual report on Form 10-K for the Companies (if the Companies as a group
were required to file such reports), or any successor or comparable form, filed with the SEC, including
a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, accompanied
by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception (other than with respect to, or resulting from, the regularly scheduled maturity
of the Revolving Credit Commitments) or any qualification or exception as to the scope of such audit; and






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(b)            
as soon as available, but in any event, within forty-five (45) days after the end of each of the first three (3) fiscal
quarters of each fiscal year of Parent, all financial information that would be required to be contained in a quarterly report
on Form 10-Q for the Companies (if the Companies as a group were required to file such reports), or any successor or comparable
form, file with the SEC.


 


Notwithstanding
the foregoing, the obligations in paragraphs ‎(a) and ‎(b)
of this ‎Section 6.01 may be satisfied with respect to the consolidated
financial information of the Group by furnishing (A) Parent’s (or any direct or indirect parent of the Companies, as applicable)
Form 10-K or 10-Q, as applicable, filed with the SEC provided that the same is accompanied by (or posted on the website
of Parent), (i) a discussion within the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section of such report for
the relevant period, which explains in reasonable detail and in
a manner consistent with the presentation of information in the Offering Memorandum, the differences
between the information relating to Parent and its Subsidiaries, on the one hand, and the information relating to the Group on
a combined standalone basis, on the other hand and (ii) the following financial and operational information for
the Group on a combined standalone basis: restaurant unit count (broken out by brand and by franchise vs. Company-owned); revenue;
operating profit; Consolidated EBITDA (with a reconciliation to operating profit or net income); Capital Expenditures; refranchising
proceeds; total debt; and cash and Cash Equivalents; provided that to the extent such information is in lieu of information
required to be provided under ‎Section 6.01(a), such Form 10-K is accompanied
by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards; or (B) following an election by the Companies
pursuant to the definition of “GAAP,” the applicable financial statements determined in accordance with IFRS. For
the avoidance of doubt, the consolidating information described in the proviso in clause (A) of the preceding sentence need not
be audited.


 


Section
6.02.       Certificates; Other Information. Deliver
to the Administrative Agent for prompt further distribution to each Lender:


 


(a)            
no later than five (5) daysBusiness
Days after the delivery of the financial statements referred to in ‎Section
6.01(a) and ‎(b), a duly completed Compliance Certificate signed by a Responsible
Officer of the Lead Borrower;


 


(b)            
promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration
statements which Parent or any of the Companies file with the SEC or with any Governmental Authority that may be substituted therefor
(other than amendments to any registration statement (to the extent such registration statement, in the form it became effective,
is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case
not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(c)            
promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party or
any of its Subsidiaries (other than in the ordinary course of business) that could reasonably be expected to result in a Material
Adverse Effect;


 


(d)            
together with the delivery of the financial statements pursuant to ‎Section
6.01(a) and, except in the case of clause (i) below, each Compliance Certificate pursuant to ‎Section
6.02(a), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that
there has been no change in such information since the Closing Date or the date of the last Compliance Certificate, (ii) a description
of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment
under ‎Section 2.05(b), (iii) a list of Subsidiaries that are Immaterial
Subsidiaries as of the date of delivery of such Compliance Certificate and (x) in the case of a Compliance Certificate delivered
in connection with the delivery of financial 



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statements pursuant to ‎Section
6.01(a), a list of all Subsidiaries that are Material Subsidiaries and (y) in the case of a Compliance Certificate delivered
in connection with the delivery of financial statements pursuant to Section 6.01(b), a list of all Domestic Subsidiaries
that are Material Subsidiaries or, in each case, a confirmation that there is no change in such information since the later of
the Closing Date and the date of the last such list and (iv) such other information required by the Compliance Certificate;


 


(e)            
promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or
any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative
Agent may from time to time reasonably request; and


 


(f)            
no later than ten (10) days after the delivery of the financial statements referred to
in ‎Section 6.01(a) and ‎(b),
the Companies shall host a conference call or meeting with the Lenders; provided that any conference call
or meeting in whichpromptly following any request therefor,
information and documentation reasonably requested by the Administrative Agent and
Lenders are permitted to participate, hosted by Parent for its investors to review its financial results within such time period
shall be deemed to satisfy the requirements
of this ‎Section 6.02(f).or
any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act and the Beneficial Ownership Regulation.


 


Documents
required to be delivered pursuant to ‎Section 6.01(a) and ‎(b),
‎Section 6.02(a), or ‎Section 6.02(c)
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such
documents are filed electronically with the SEC through the SEC’s Electronic Data Gathering Analysis and Retrieval System
(or any successor system), (ii) on which the Lead Borrower posts such documents, or provides a link thereto on the Parent’s
website on the Internet at the website address listed on Schedule ‎10.02;
or (iii) on which such documents are posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency or another relevant
website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Lead Borrower
shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written
request to cease delivering paper copies is given by the Administrative Agent and (ii) the Lead Borrower shall notify (which may
be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible
for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and
maintaining its copies of such documents.


 


The
Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Lead Arranger will make available to the Lenders and
the L/C Issuer materials and/or information provided by or on behalf of the Companies hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Companies or their Affiliates, or the respective securities of any of the foregoing,
and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers
hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be
distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the
Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information
(although it may be sensitive and proprietary) with 



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respect to any Company or its Affiliates or any of their respective securities
for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in ‎Section
10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Side Information.”


 


The
Borrowers represent and warrant that the Companies, the controlling Persons thereof and any Subsidiary, in each case, if any,
either (i) has no registered or publicly traded securities outstanding, or (ii) files its financial statements with the SEC and/or
makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Lead Borrower hereby
(i) authorizes the Administrative Agent to make the financial statements to be provided under ‎Section
6.01(a) and ‎(b), along with the Loan Documents, available to Public Lenders and
(ii) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to
holders of its securities.  The Borrowers will not request that any other material be posted to Public Lenders without expressly
representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information
within the meaning of the federal securities laws or that the Borrowers has no outstanding publicly traded securities, including
144A securities.  In no event shall the Administrative Agent post compliance certificates or budgets to Public Lenders.


 


Section
6.03.       Notices. Promptly after a Responsible Officer
obtains actual knowledge thereof, notify the Administrative Agent for prompt further distribution to each Lender:


 


(a)            
of the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what
action the Borrowers propose to take with respect thereto;


 


(b)            
any litigation or governmental proceeding (including, without limitation, related to any Environmental Laws) pending against
any Borrower or any of the Subsidiaries that could reasonably be expected to be determined adversely and, if so determined, to
result in a Material Adverse Effect; and


 


(c)            
of the occurrence of any ERISA Event or Foreign Plan Event that could reasonably be expected to have a Material Adverse
Effect.


 


Section
6.04.       Maintenance of Existence. (a) Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization or incorporation
and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except in the case of clauses ‎(a)
(other than with respect to the Companies) and ‎(b), (i) to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by ‎Section
7.04 or ‎Section 7.05.


 


Section
6.05.       Maintenance of Properties. Except if the
failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) maintain,
preserve and protect all of its properties and equipment necessary in the operation of its business in good working order, repair
and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements,
modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.


 


Section
6.06.       Maintenance of Insurance. Maintain with
financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage
of the 



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kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts
(after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar
businesses as the Companies and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other
Persons. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management
Agency (or any successor agency) as a special flood hazard area and flood insurance is available in the community in which the
property is located, then, to the extent required by applicable Laws (including any Flood Insurance Laws), the Lead Borrower shall,
or shall cause each Loan Party to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood
insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance
Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form reasonably acceptable to the Administrative
Agent. Any such insurance (excluding business interruption insurance) maintained in the United States shall name the Collateral
Agent as additional insured or loss payee, as applicable.


 


Section
6.07.       Compliance with Laws. Comply in all respects
with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business
or property (including without limitation Environmental Laws, ERISA and Sanctions Laws and Regulations), except if the failure
to comply therewith could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect.


 


Section
6.08.       Books and Records. Maintain proper books
of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP
consistently applied shall be made of all material financial transactions and matters involving the assets and business of the
Companies or such Subsidiary, as the case may be.


 


Section
6.09.       Inspection Rights. Permit representatives
and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss
its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable
expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Lead Borrower; provided that, excluding any such visits and inspections during the
continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative
Agent and the Lenders under this ‎Section 6.09 and the Administrative Agent
shall not exercise such rights more often than one (1) time during any calendar year at the Borrowers’ expense absent the
existence of an Event of Default; provided, further, that when an Event of Default exists, the Administrative Agent
or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense
of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the
Lenders shall give the Lead Borrower the opportunity to participate in any discussions with the Companies’ independent public
accountants. Notwithstanding anything to the contrary in this ‎Section 6.09, none
of the Companies or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document,
information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is
prohibited by Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney
work product.


 


Section
6.10.       Covenant to Guarantee Obligations and Give Security.
At the Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that
the Collateral and Guarantee Requirement continues to be satisfied, including upon the formation or acquisition of any new direct
or indirect Wholly-Owned Subsidiary (in each case, other than an Excluded 



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Subsidiary) by any Loan Party, the designation in accordance
with‎ Section 6.14 Section 6.13
of any existing direct or indirect Wholly-Owned Subsidiary as a Restricted Subsidiary or any Excluded Subsidiary ceasing to
be an Excluded Subsidiary:


 


(i)       within
forty-five (45) days after such formation, acquisition, designation or occurrence or such longer period as the Administrative
Agent may agree in its reasonable discretion:


 


(A)       in
the event that a Mortgage is required to be delivered
as a result of such formation, acquisition, designation or occurrence pursuant to Section
6.10(i)(B), provide notice to the Administrative Agent of any Material Real Property owned by any direct or indirect
wholly-Owned Subsidiary with detail sufficient for flood compliance purposes;[reserved];


 


(B)       cause
each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate)
pledges, guarantees, assignments, Security Agreement Supplements, Mortgages,
and other security agreements and documents or joinders or supplements thereto, as reasonably requested by and in form and substance
reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement and other
Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
provided that no Company shall be required to provide a Mortgage over (x) any real
property other than Material Real Property or (y) any Material Real Property for so long as the 1998 Indenture restricts the ability
of such Loan Party to provide mortgages over real property; provided further that upon receipt of such
request by Administrative Agent, unless the applicable Loan Party shall not then be required to deliver a Mortgage pursuant to
the foregoing proviso, the Borrowers shall promptly provide written notice of any Material Real Property to the Administrative
Agent with detail sufficient for flood compliance purposes; andand


 


(C)       cause
each such Restricted Subsidiary to deliver any and all certificates representing Equity Interests (to the extent certificated)
that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other
appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the Indebtedness held by such
Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent;
and take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is required
to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the filing of financing
statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Collateral
Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected
first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance
with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless
of whether enforcement is sought in equity or at law).


 


Section
6.11.       Use of Proceeds. Use the proceeds of each
Credit Extension (other than in respect of any Incremental Facility) in a manner consistent with ‎Section
5.17 and with the proceeds of any Incremental Facility for any purpose not prohibited by this Agreement.






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Section
6.12.       Further Assurances and Post-Closing Covenants.


 


(a)            
Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or
error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document
or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register
and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent
or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement
and the Collateral Documents;


 


(b)            
Within 90 days after a request from the Administrative Agent or such longer period
as the Administrative Agent may agree in its sole discretion, the Borrowers shall cause each Material Real Property on
which a Lien is required
to be granted hereunder pursuant
to Sections ‎7.01(i) and ‎(cc) to
be subjected to a first priority Lien (subject to Permitted Liens) by delivery of a Mortgage as described by the Mortgage Requirement
and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative
Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in the
definition of “Mortgage Requirement” and shall deliver to the Administrative Agent and the Collateral Agent all documents
described in the definition of “Mortgage Requirement” together with signed copies of opinions, addressed to the Administrative
Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a
Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate
formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the
Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable
to the Administrative Agent; provided that
no Loan Party shall be required to provide a Mortgage over any Material Real Property for so long as the 1998 Indenture restricts
the ability of such Loan Party to provide mortgages over real property; provided further that
upon receipt of such request by Administrative Agent, unless the applicable Loan Party shall not then be required to deliver a
Mortgage pursuant to the foregoing proviso, the Borrowers shall promptly provide written notice of any Material Real Property
to the Administrative Agent with detail sufficient for flood compliance purposes; and


 


(c)            
Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent
in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.


 


Section
6.13.       Designation of Subsidiaries.


 


(a)            
Subject to ‎Section 6.13(b) below, the Lead Borrower may at any
time designate any Restricted Subsidiary (other than a Company) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as
a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment
by such Borrower therein at the date of designation in an amount equal to the fair market value (as determined in good faith by
the applicable Borrower) of such Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing
at such time.


 


(b)            
The Lead Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted
Subsidiary as a Restricted Subsidiary, in each case unless :


 


(i)              
no Default or Event of Default exists or would result therefrom; and






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(ii)
in the case of clause
(x)
only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity
Interests or Indebtedness of, or own or hold any Lien on any property of, any
Company or any Restricted Subsidiary,
and (B) no Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that
provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment
thereof to be accelerated or payable prior to its stated maturity upon
the occurrence of a default with
respect to any Indebtedness, Lien
or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).


 


(ii)              
the Borrowers are in pro forma compliance with the Financial Covenant (as
it may be adjusted in connection with a Financial Covenant Step-Up).


 


Section
6.14.       Payment of Taxes. Each Company will pay
and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all Taxes imposed upon it or upon its
income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid,
may reasonably be expected to become a lien or charge upon any properties of any Company or any of the Restricted Subsidiaries
not otherwise permitted under this Agreement; provided that no Company nor any of the Restricted Subsidiaries shall be
required to pay any such Tax or claim which is being contested in good faith and by proper proceedings if it has maintained adequate
reserves with respect thereto in accordance with GAAP or which would not reasonably be expected, individually or in the aggregate,
to constitute a Material Adverse Effect.


 


Section
6.15.       Nature of Business. Each Company and its
Restricted Subsidiaries will engage only in material lines of business substantially similar to those lines of business conducted
by such Company and its Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary or ancillary
thereto.


 


Section
6.16.       Maintenance of Ratings. The Companies shall
maintain a corporate and corporate family public rating (which may be a rating of the Parent or another parent entity of the Companies),
and the Companies shall maintain a facility rating for the Term B Loans, in each case, from each of S&P and Moody’s.


 


Article
7



Negative Covenants


 


From
the Closing Date and so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is
accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of
Credit that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent
and the applicable L/C Issuer have been made), the Borrowers shall not, nor shall they permit any of the other Companies or any
of the other Restricted Subsidiaries to, directly or indirectly:


 


Section
7.01.       Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)            
Liens pursuant to any Loan Document;


 


(b)            
Liens existing on the Closing Date and set forth on Schedule ‎7.01(b);






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(c)            
Liens for taxes, assessments or governmental charges (i) which are not overdue for a period of more than sixty (60) days
or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;


 


(d)            
statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than
sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been discharged or stayed) and no other
action has been taken to enforce such Lien or (ii) which are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required
in accordance with GAAP;


 


(e)            
(i) pledges, deposits or Liens arising as a matter of law in the ordinary course of business in connection with workers’
compensation, payroll taxes, unemployment insurance and other social security legislation and (ii) pledges and deposits in the
ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect
of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance
to any Company or any Restricted Subsidiary;


 


(f)            
Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for
borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like
nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;


 


(g)            
easements, rights-of-way, restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances
and minor title defects affecting real property which, in the aggregate, do not in any case materially adversely affect the value
of such real property or materially interfere with the ordinary conduct of the business of any Company or any Restricted Subsidiary
and in any exception on the Mortgage Policies issued in connection with the Mortgaged Property;


 


(h)            
Liens securing judgments for the payment of money not constituting an Event of Default under ‎Section
8.01(h) so long as (i) any appropriate legal proceedings which may have been duly initiated
for the review of such judgment, decree, order or award have not been finally terminated, (ii) the period within which such proceedings
may be initiated has not expired or (iii) no more than 60 days have passed after (A) such judgment, decree, order or award has
become final or (B) such period within which such proceedings may be initiated has expired;;


 


(i)            
Liens securing Indebtedness permitted under ‎Section 7.03(f); provided
that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, construction,
repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such
property and the proceeds and the products thereof and customary security deposits, (iii) with respect to Capitalized Leases,
such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements
and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided
that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided
by such lender, and (iv) (iv)
such Liens shall not encumber
any Material Real Property or Specified Equity unless Liens thereon shall have been provided pursuant
to the Loan Documentsin accordance with ‎Section
6.12;






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(j)             
leases, licenses, subleases or sublicenses and similar Liens on the property covered thereby, in each case, granted to
others in the ordinary course of business which do not (i) interfere in any material respect with the ordinary conduct of business
of any Company or any Restricted Subsidiary, taken as a whole, or (ii) secure any Indebtedness;


 


(k)            
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
with the importation of goods in the ordinary course of business;


 


(l)             
Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items
in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering
deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general
parameters customary in the banking industry;


 


(m)           
Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to
‎Section 7.02(j) or ‎Section
7.02(n) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any
property in a Disposition permitted under ‎Section 7.05, in each case,
solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation
of such Lien;


 


(n)            
[reserved];


 


(o)            
Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person
becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each
case after the Closing Date; provided that (i) such Lien was not created in contemplation of such acquisition or such Person
becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds
or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred
prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms
at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to
any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby
is permitted under ‎Section 7.03(f) or ‎(v);


 


(p)            
any interest or title of a lessor or sublessor under leases or subleases entered into by any Company or any Restricted
Subsidiary in the ordinary course of business which do not interfere in any material respect
with the ordinary conduct of business of the Borrower or Restricted Subsidiaries;


 


(q)            
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into
by any Company or any Restricted Subsidiary in the ordinary course of business;


 


(r)             
Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other
financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of any Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary
course of business of any Company or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered
into with customers of any Company or any Restricted Subsidiary in the ordinary course of business;


 


(s)            
Liens arising from precautionary Uniform Commercial Code financing statement filings;






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(t)            
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(u)            
any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of
any real property that does not materially interfere with the ordinary conduct of the business of any Company or any Restricted
Subsidiary;


 


(v)            
Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in
respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or goods;


 


(w)           
the modification, replacement, renewal or extension of any Lien permitted by clauses ‎(b),
‎(i) and ‎(o) of this ‎Section
7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property
that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof; and (ii) the renewal,
extension or refinancing of the obligations secured or benefited by such Liens is permitted by ‎Section
7.03;


 


(x)            
ground leases in respect of real property on which facilities owned or leased by any Company or any of the Restricted Subsidiaries
are located;


 


(y)            
Liens on property of a Non-Loan Party securing Indebtedness or other obligations of such Non-Loan Party;


 


(z)            
Liens solely on any cash earnest money deposits made by any Company or any of the Restricted Subsidiaries in connection
with any letter of intent or purchase agreement permitted hereunder;


 


(aa)          
Liens securing Indebtedness permitted pursuant to ‎Section 7.03(t);
provided that such Liens may be either (x) a Lien
on the Collateral that is pari passu with the Lien securing the Obligations or a Lien ranking junior to the Lien on the
Collateral securing the Obligations (but may not be secured by any assets
that are not Collateral) and, in any such case, the beneficiaries thereof (or
an agent on their behalf) shall have entered into a Customary Intercreditor Agreement with the Administrative Agent or
(y) a Lien on assets
that are not Collateral;


 


(bb)           Liens securing Indebtedness permitted pursuant to ‎Section 7.03(m);


 


(cc)          
other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to
exceed the greater of (x) $300,000,000 and (y) 20.0% of LTM EBITDA as of the date of incurrence of such Indebtedness; provided
that such Liens shall not encumber any Material Real Property or Specified Equity unless
Liens thereon shall have been provided pursuant to the Loan Documentsin
accordance with ‎Section 6.12;


 


(dd)         
Liens securing Indebtedness of any Loan Party permitted pursuant to ‎Section
7.03(w) and (y); provided that such Liens may be either a Lien on the Collateral that is pari passu with the
Lien securing the Obligations or a Lien ranking junior to the Lien on the Collateral securing the Obligations (but may not be
secured by any assets that are not Collateral) and, in any such case, the beneficiaries thereof (or an agent on their behalf)
shall have entered into a Customary Intercreditor Agreement with the Administrative Agent;


 


(ee)          
Liens securing Indebtedness of any Loan Party permitted pursuant to ‎Section
7.03(v); provided that, to the extent such Liens are on the Collateral, the beneficiaries thereof (or an agent on their
behalf) shall have entered into a Customary Intercreditor Agreement with the Administrative Agent;






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(ff)            
[reserved];


 


(gg)           with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Law;


 


(hh)           Liens on Securitization Assets arising in connection with a Permitted Receivables Financing;


 


(ii)            
Liens on the Collateral securing Indebtedness permitted by ‎Section
7.03(r); provided that, such Liens may be either (x)
a Lien on the Collateral that is pari passu with the Lien securing the Obligations or a Lien ranking junior to the Lien
on the Collateral securing the Obligations (but may not be secured by any assets
that are not Collateral) and the beneficiaries thereof (or an agent on their behalf)
shall have entered into a Customary Intercreditor Agreement or (y)
a Lien on assets
that are not Collateral; and


 


(jj)            
Liens on the Equity Interests of JV Entities securing financing arrangements for the benefit of the applicable JV Entity
that are not otherwise prohibited under this Agreement.


 


Section
7.02.       Investments. Make any Investments, except:


 


(a)            
Investments by a Company or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;


 


(b)            
loans or advances to officers, directors, managers, partners and employees of the Companies (or Parent or any other direct
or indirect parent of any Company) or the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment,
relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests
of, the Companies (or Parent or any other direct or indirect parent thereof) or the Restricted Subsidiaries (provided that
the proceeds of any such loans and advances shall be contributed to a Borrower in cash as common equity) and (iii) in an aggregate
principal amount outstanding not to exceed $35,000,000 for purposes not described in the foregoing clauses ‎(i)
and ‎(ii);


 


(c)            
asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual
property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;


 


(d)            
Investments (i) by any Loan Party in any other Loan Party, (ii) by any Non-Loan Party in any Loan Party, (iii) by any Non-Loan
Party in any other Non-Loan Party and (iv) by any Loan Party in any Non-Loan Party; provided that the aggregate amount
of such Investments in Non-Loan Parties (other than Domestic Subsidiaries that are Non-Loan Parties) pursuant to clause ‎(iv)
(together with the aggregate amount of any Permitted Acquisitions by any Loan Party of a
Non-Loan Party (other than a Non-Loan Party that is a Domestic Subsidiary) pursuant to ‎Section
7.02(j)) shall not exceed in an aggregate amount,
as valued at cost at the time each such Investment is made and including all related commitments for future Investments, (A) the
greater of (x) $350,000,000 and (y) 25.0% of LTM EBITDA, plus (B) an amount equal to any returns of capital or sale proceeds actually
received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost
at the time such Investment was made);


 


(e)            
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the
grant of trade credit in the ordinary course of business, and Investments 



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received in satisfaction or partial satisfaction thereof
from financially troubled account debtors and other credits to suppliers in the ordinary course of business;


 


(f)            
Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under
‎Section 7.01, ‎Section
7.03, ‎Section 7.04, ‎Section
7.05 (other than ‎Section 7.05(e)), and ‎Section
7.06 (other than ‎Section 7.06(d)), respectively;


 


(g)            
[reserved];


 


(h)            
Investments in Swap Contracts permitted under ‎Section 7.03(g);


 


(i)            
promissory notes and other noncash consideration received in connection with Dispositions permitted by ‎Section
7.05; provided that such Investments shall be pledged as Collateral to
the extent the assets subject to such Disposition were Collateral;


 


(j)            
the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business
unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will
be a Restricted Subsidiary (including as a result of a merger or consolidation) (each, a “Permitted Acquisition”);
provided that (i) except in the case of a Limited Condition Acquisition (in which case, compliance with this clause ‎(i)
shall be determined in accordance with ‎Section 1.09(a)), immediately
before and immediately after giving Pro Forma Effect to any such purchase or
other acquisition, no Default or Event of Default shall have occurred and be
continuing, and
(ii) immediately before and after giving effectPro
Forma Effect to any such purchase or other acquisition, the Companies shall be in compliance with the covenant in Section
6.15 and (iii) to the extent required by the
Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such
purchase or other acquisition shall become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other
than an Excluded Subsidiary) shall become Guarantors, in each case in accordance with ‎Section
6.10; provided further that (x) any Permitted
Acquisition by any Non-Loan Party of any Loan Party pursuant to this clause ‎(j)
shall be subordinated in right of payment to the Loans and (y) the aggregate amount of any Permitted Acquisitions
by any Loan Party in any Non-Loan Party (together with the aggregate amount of any Investments by any Loan Party in any Non-Loan
Party pursuant to ‎Section 7.02(d)(iv)) shall not exceed
the greater of (x) $350,000,000 and
(y) 25.0% of LTM EBITDA;7.09
(and assuming that the Borrowers shall have elected to effect a Financial Covenant Step-Up in connection therewith;


 


(k)            
[reserved];


 


(l)            
Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade
arrangements with customers consistent with past practices;


 


(m)            
Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization
of suppliers, customers and Franchisees or in settlement of delinquent obligations of, or other disputes with, customers, suppliers
and Franchisees arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other
transfer of title with respect to any secured Investment;


 


(n)            
Investments as valued at cost at the time each such Investment is made and including all related commitments for future
Investments, in an amount not exceeding the Available Amount, provided that at the time
ofbefore and after giving effect to any
such Investment, (i) no Event
of Default shall have occurred and be continuing or would result therefrom and (ii)
the Fixed Charge Coverage Ratio of the 



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Companies
as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no less than 2.00:1.00;


 


(o)            
advances of payroll payments to employees in the ordinary course of business;


 


(p)            
loans and advances to any direct or indirect parent of the Companies in lieu of, and not in excess of the amount of (after
giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent
permitted to be made to such direct or indirect parent in accordance with ‎Section
7.06; provided that any such loan or advance shall reduce the amount of such applicable Restricted Payment thereafter
permitted under ‎Section 7.06 by a corresponding amount (if such applicable
provision of ‎Section 7.06 contains a maximum amount);


 


(q)            
Investments held by a Company or a Restricted Subsidiary acquired after the Closing Date or of a corporation or company
merged into a Company or merged or consolidated with a Restricted Subsidiary in accordance with ‎Section
7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such
acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(r)            
Guarantee Obligations of any Company or any Restricted Subsidiary in respect of leases (other than Capitalized Leases)
or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(s)            
Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than
any Cure Amount);


 


(t)            
other Investments that are at that time outstanding in an aggregate amount,
as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding
(i) the greater of (x) $350,000,000 and (y) 25.0% of LTM EBITDA plus (ii) an amount equal to any dividends, payments, returns
of capital or sale proceeds actually received in cash in respect of any such Investments (without duplication of amounts added
to the Available Amount pursuant to clause (e) of the definition thereof); provided that if any such Investment
is in Equity Interests of a Person that subsequently becomes a Restricted Subsidiary, such Investment may at the election of the
Companies be deemed made pursuant to clause ‎(d) or ‎(j)
above to the extent permitted under such clause at the time of such election and shall not be included as having been made pursuant
to this clause ‎(t);


 


(u)            
Investments in JV Entities and Unrestricted Subsidiaries
that are at that time outstanding in an aggregate amount, as valued at cost at the time each such Investment is made and including
all related commitments for future Investments, not exceeding (i) the greater of (x) $200,000,000500,000,000
and (y) 15.033.0%
of LTM EBITDA plus (ii) an amount equal to any dividends, payments, returns of capital or sale proceeds actually received
in cash in respect of any such Investments (without duplication of amounts added to the Available Amount pursuant to clause
(e) of the definition thereof); provided that if any such Investment is in Equity Interests of a Person that subsequently
becomes a Restricted Subsidiary, such Investment may at the election of the Companies be deemed made pursuant to clause ‎(d)
or ‎(j) above to the extent permitted under such clause at the time of such election
and shall not be included as having been made pursuant to this clause ‎(u);


 


(v)            
Investments in connection with a Permitted Receivables Financing,
including (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other
Person in connection with a Permitted Receivables Financing and (ii) distributions or payments of Securitization Fees and purchases
of Securitization Assets pursuant to a securitization repurchase obligation in connection with a Permitted Receivables Financing;






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(w)            
contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors
in the case of a bankruptcy of a Company;


 


(x)            
Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as
a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Investments
were not incurred in contemplation of such redesignation;


 


(y)            
Investments consisting of Guarantee Obligations with respect to, or the assumption of Indebtedness (to the extent permitted
by ‎Section 7.03) of, or loans made to, or the acquisition of loans made
to or Equity Interests in, Franchisees, suppliers, distributors or licensees of the Companies and the Restricted Subsidiaries
in an aggregate amount not to exceed the greater of (x)
$500,000,000 and (y) 33.0% of LTM EBITDA at any time outstanding
(but tested solely at
the time of such
Investment);


 


(z)            
other Investments; provided that, at the time of such Investment and
after giving effect thereto, (i) no Default or Event of Default hasshall
have occurred and isbe
continuing and (ii) the Total Leverage Ratio of the Companies as of the end of the most recently ended Test Period,
on a Pro Forma Basis, would be no greater than 4.004.75:1.00;


 


(aa)           Investments existing on the Closing Date (or contemplated on the Closing Date to be made) and set forth on Schedule ‎7.02
and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of any Investment
permitted pursuant to this ‎Section 7.02(aa) is not increased from the
amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise
permitted by this ‎Section 7.02;


 


(bb)          other Investments, when aggregated with the amount expended pursuant to Section 7.06(j)
and ‎Section 7.08(a)(iii)(A), in an outstanding
amount not to exceed $500,000,000 the
greater of (x) $400,000,000 and
(y) 25.0% of LTM EBITDA at any
time outstanding (with the fair market value of any Investment
being measured at the time made and without giving effect to subsequent changes in value); and


 


(cc)           (i) Investments in the Parent made in connection with the cash management of the Companies and the Restricted Subsidiaries;
provided that (x) such Investments are made in the ordinary course of business consistent with past practice and (y) such
Investment shall only be permitted if made on or prior to the first anniversary of the Closing Date and (ii) intercompany loans,
advances, payables and receivables made among the Group in connection with the cash management of such entities in the ordinary
course of business.


 


Section
7.03.       Indebtedness. Create, incur, assume or suffer
to exist any Indebtedness, except:


 


(a)            
Indebtedness of the Companies and any of their respective Subsidiaries under the Loan Documents;


 


(b)            
Indebtedness of the Borrowers in respect of the Senior Notes (and Guarantees thereof by the Guarantors) in an aggregate
principal amount not to exceed $2,100,000,0001,800,000,000
and any Permitted Refinancing thereof;


 


(c)            
(i) Surviving Indebtedness listed on Schedule ‎7.03(c) and (ii) any
Permitted Refinancing of any of the foregoing;


 


(d)            
Guarantee Obligations of the Companies and the Restricted Subsidiaries in respect of Indebtedness of the Companies or any
Restricted Subsidiary otherwise permitted hereunder (except that 



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an Immaterial Subsidiary may not, by virtue of this ‎Section
7.03(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this ‎Section
7.03); provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation
shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in
the subordination of such Indebtedness;


 


(e)            
Indebtedness of any Company or Restricted Subsidiary owing to any other Company or Restricted Subsidiary to the extent
constituting an Investment permitted by ‎Section 7.02; provided
that (i) all such Indebtedness shall be unsecured and (ii) all such Indebtedness of any Loan Party owed to any Person that is
not a Loan Party in excess of $5,000,000, shall be contractually subordinated in all respects to the Obligations under this Agreement;


 


(f)            
(i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction,
repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently
with or within two hundred seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement)
and (ii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause ‎(i);
provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness) under
this ‎Section 7.03(f) does not exceed the greater of (x) $250,000,000 and
(y) 17.5% of LTM EBITDA;


 


(g)            
Indebtedness in respect of Swap Contracts (i) entered into to hedge or mitigate risks to which the Companies or any Subsidiary
has actual or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests
of any Company or any Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed
to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of any Company or Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions,
raw materials prices, revenue streams or business performance;


 


(h)            
Guarantee Obligations with respect to, or the assumption of, Indebtedness of Franchisees, suppliers, distributors or licensees
of the Companies and the Restricted Subsidiaries, in each case to the extent permitted by ‎Section
7.02(y);


 


(i)            
Indebtedness representing deferred compensation to employees of the Companies (or any direct or indirect parent of any
Company) and the Restricted Subsidiaries incurred in the ordinary course of business;


 


(j)            
Indebtedness to current or former officers, directors, partners, managers, consultants and employees, their respective
estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of any Company (or any direct or
indirect parent thereof) permitted by ‎Section 7.06 in an aggregate amount
not to exceed $20,000,000 at any one time outstanding;


 


(k)            
Indebtedness incurred by the Companies or any of their respective Restricted Subsidiaries in a Permitted Acquisition, any
other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations
or obligations in respect of purchase price (including earn-outs) or other similar adjustments;


 


(l)            
Indebtedness consisting of obligations of the Companies or any of their respective Restricted Subsidiaries under deferred
compensation or other similar arrangements incurred by such Person in connection with the Permitted Acquisitions or any other
Investment expressly permitted hereunder;






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(m)           
Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections, foreign exchange services and similar arrangements in each case incurred in the ordinary course;


 


(n)            
Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply
arrangements, in each case in the ordinary course of business;


 


(o)            
Indebtedness incurred by any Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees,
bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including
in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance
or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;


 


(p)            
obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar
obligations provided by any Company or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank
guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;


 


(q)            
Indebtedness supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;


 


(r)            
other Indebtedness (in the form of senior secured notes or,
junior lien secured, senior unsecured, senior subordinated or subordinated notes or loans) of any Company or other
Loan PartyRestricted
Subsidiary so long as (A) (i) if such Indebtedness is unsecured, or
is secured by Liens on assets not constituting Collateral, either (x) the Total Leverage Ratio (calculated on a Pro
Forma Basis) as of the end of the most recent Test Period is not greater than 5.00:1.00
or (y) the
Fixed Charge Coverage Ratio of the Companies as of the end of the most recently ended Test Period, on a Pro Forma Basis, would
be no less than 2.00:1.00; (ii) if such Indebtedness is secured
by a Lien on the Collateral that is junior to the Lien securing the Obligations, the Secured Net Leverage Ratio (calculated on
a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 4.04.50:1.00;
and (iii) if such Indebtedness is secured
by a Lien on the Collateral that is pari passu with the Liens securing the Obligations, the First Lien Senior Secured Leverage
Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 3.54.00:1.00;
provided that, if such Indebtedness is in the form of a term loan facility it shall be subject to the MFN Adjustment;
(B) any Indebtedness incurred under this clause ‎(r), (x) that is a “term
loan A” shall not mature prior to the Maturity Date of the Term A Loans or have a Weighted Average Life to Maturity less
than the Weighted Average Life to Maturity of the Term A Loans and (y) that is a “term loan B” shall not mature prior
to the Maturity Date of the Term B Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity
of the Term B Loans, (C) (i) no Restricted Subsidiary is a borrower or guarantor with respect
to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially
concurrently guaranteed the Obligations and (ii) if secured, provided
that this clause (y) shall not apply to (i) customary bridge facilities (so long as the long-term Indebtedness into which any
customary bridge facility is to be converted or exchanged satisfies this clause (y)) and (ii) at the option of Borrowers, Indebtedness
in an aggregate
principal amount of up
to the Incremental Maturity Carveout in effect immediately prior to the time of issuance of such
Indebtedness shall only be secured by assets constituting Collateral,
(C) [reserved], (D) if secured by a Lien on the Collateral
the beneficiaries of such Indebtedness (or an agent on their behalf) shall have entered into a Customary Intercreditor
Agreement with the Administrative Agent, (E) the other terms and conditions of such Indebtedness (excluding pricing and optional
prepayment or redemption terms) reflect market terms (as reasonably determined by the Borrowers) on the date of issuance and (F)
the Lead Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Lead Borrower, together
with all relevant financial 



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information reasonably requested by the Administrative Agent, certifying compliance with clauses
‎(A) through (F);


 


(s)            
Indebtedness incurred by a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal amount not
to exceed the greater of (i) $300,000,000 at any one time outstanding and (ii) 20% of LTM EBITDA as of the date of incurrence
of such Indebtedness;


 


(t)            
(i) Indebtedness (in the form of senior secured notes or,
junior lien secured, senior unsecured, senior subordinated or subordinated notes or loans) incurred by any Loan Party
to the extent that the Loan Parties shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall
be deemed to be incurred in reliance on, ‎Section 2.14(a)(i); provided
that (A) any Indebtedness incurred under this clause ‎(t), (x) that is
a “term loan A” shall not mature prior to the Maturity Date of the Term A Loans or have a Weighted Average Life to
Maturity less than the Weighted Average Life to Maturity of the Term A Loans and (y) that is a “term loan B” shall
not mature prior to the Maturity Date of the Term B Loans or have a Weighted Average Life to Maturity less than the Weighted Average
Life to Maturity of the Term B Loans, provided that this clause (y)
shall not apply to (i) customary bridge facilities (so long as the long-term Indebtedness into which any customary bridge facility
is to be converted or exchanged satisfies such clauses) and (ii) at the option of Borrowers, Indebtedness in an aggregate principal
amount of up to the Incremental Maturity Carveout in effect immediately prior to the time of issuance of such Indebtedness,
(B) (i) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary
is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations and (ii) if secured,
such Indebtedness shall only be secured by assets constituting Collateral, the
other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market
terms (as reasonably determined by the Borrowers) on the date of issuance and (C) ,
(C) if such Indebtedness is in the form of a term loan facility of the Loan Parties and is secured by a Lien on the Collateral
that is pari passu with the Lien securing the Obligations, it shall be subject to the MFN Adjustment and (D) the Lead
Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Lead Borrower, together with
all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations
demonstrating compliance with clauses ‎(A) and
‎, (B)
and ‎(C) (such Indebtedness
incurred pursuant to this clause ‎(t) being referred to as “Permitted
Alternative Incremental Facilities Debt”) and (ii) any Permitted Refinancing thereof;


 


(u)            
additional Indebtedness in an aggregate principal amount not to exceed the greater of (x) $500,000,000550,000,000
and (y) 30.033.0%
of LTM EBITDA at any one time outstanding;


 


(v)            
Indebtedness of any Loan PartyRestricted
Subsidiary incurred to finance, or assumed in
connection with, or owing by a Person acquired in, a Permitted
Acquisition, provided that (A) if such Indebtedness is unsecured or
secured by Liens on assets not constituting Collateral, after giving Pro Forma Effect to such Permitted Acquisition
and such Indebtedness, either (i) the Total Leverage Ratio
(calculated on a Pro Forma Basis) as of the most recent Test Period is either (x) not greater than 5.00:1.00 or (y) not greater
than the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and the incurrence or,
assumption of or
acquisition of such Indebtedness or (ii) the
Fixed Charge Coverage Ratio of the Companies as of the end of the most recently ended Test Period, on a Pro Forma Basis, either
(x) would be
no less than 2.00:1.00 or
(y) would be no less than the Fixed Charge Coverage Ratio immediately prior to the consummation of such Permitted Acquisition
and the incurrence, assumption or acquisition of such Indebtedness,
(B) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, (i)
after giving Pro Forma Effect to such Permitted Acquisition and such secured Indebtedness, the First Lien Senior Secured Leverage
Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period is either (x) 



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not greater than
3.54.00:1.00
or (y) not greater than the First Lien Senior Secured Leverage Ratio immediately prior to the consummation of such Permitted Acquisition
and the incurrence or,
assumption or acquisition of such Indebtedness
and (ii) if such Indebtedness shall
beis in the form of notesa
term loan facility it shall be subject to the MFN Adjustment, (C) if such Indebtedness is secured by a Lien on the
Collateral that is junior to the Lien securing the Obligations, after giving Pro Forma Effect to such Permitted Acquisition and
such secured Indebtedness, either (i) the Secured Net Leverage
Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period is either (x) not greater than
4.04.50:1.00
or (y) not greater than the Secured Net Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and
the incurrence or,
assumption or acquisition of such Indebtedness or (ii) the
Fixed Charge Coverage Ratio of the Companies as of the end of the most recently ended Test Period, on a Pro Forma Basis, either
(x) would be no less than 2.00:1.00 or (y) would be no less than the Fixed Charge Coverage Ratio immediately prior to the consummation
of such Permitted Acquisition and the incurrence, assumption or acquisition of such Indebtedness, (D) (i)
no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary
Guarantor which shall have previously or substantially concurrently guaranteed the Obligations and (ii) if secured, such Indebtednessany
Indebtedness incurred, assumed or acquired under clauses (B) or (C) shall only be secured by assets constituting Collateral,
(E) if secured by a lien on the Collateral, the beneficiaries
of such Indebtedness (or an agent on their behalf) shall have entered into a Customary Intercreditor Agreement with the Administrative
Agent, (F) with respect to any such Indebtedness that is incurred, (i)(x) that is a “term loan A” shall not mature
prior to the Maturity Date of the Term A Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life
to Maturity of the Term A Loans days and (y) that is a “term loan B” shall not mature prior to the Maturity Date of
the Term B Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Term B Loans,
provided that this clause (y) shall not apply to (I) customary bridge facilities (so long as the long-term Indebtedness into which
any customary bridge facility is to be converted or exchanged satisfies such clauses) and (II) at the option of Borrowers, Indebtedness
in an aggregate principal amount of up to the Incremental Maturity Carveout in effect immediately prior to the time of issuance
of such Indebtedness and (ii) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment
or redemption terms) reflect market terms (as reasonably determined by the Borrowers) on the date of issuance and (G) the Lead
Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Lead Borrower, together with
all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations
demonstrating compliance with clauses ‎(A), ‎(B),
‎(C), ‎(D), ‎(E)
and ‎(F), as applicable (such Indebtedness incurred pursuant to this clause (ii)
being referred to as “Permitted Credit Facilities Acquisition Debt”);


 


(w)            
(i) Indebtedness of Loan Parties (in the form of senior secured notes or junior lien secured, senior unsecured, senior
subordinated, or subordinated notes or loans) incurred by a Borrower to the extent that 100% of the Net Cash Proceeds therefrom
are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with ‎Section
2.05(b)(iii); provided that (A) such Indebtedness shall not mature earlier than the Maturity Date with respect to the
relevant Term Loans being refinanced, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to
Maturity of such Indebtedness shall not be shorter than that of then-remaining Term Loans being refinanced, (C) (i) no Restricted
Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor
which shall have previously or substantially concurrently guaranteed the Obligations and (ii) if secured, such Indebtedness shall
only be secured by assets constituting Collateral and any such Lien has a ranking that is either equal in priority or junior to
the Lien securing the Indebtedness to be refinanced, (D) the terms and conditions of such Indebtedness (excluding pricing and
optional prepayment or redemption terms) reflect market terms and conditions (as reasonably determined by the Borrowers) on the
date of issuance and such Indebtedness shall not participate in mandatory prepayments on a greater than pro rata basis with the
Term Loans, (E) if secured, 



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the beneficiaries of such Indebtedness (or an agent on their behalf) shall have entered into a Customary
Intercreditor Agreement with the Administrative Agent and (F) the Lead Borrower has delivered to the Administrative Agent a certificate
of a Responsible Officer of the Lead Borrower, together with all relevant financial information reasonably requested by the Administrative
Agent, including reasonably detailed calculations demonstrating compliance with clauses ‎(A),
‎(B), ‎(C), ‎(D)
and ‎(E) and (ii) any Permitted Refinancing thereof;


 


(x)            
Indebtedness with respect to any Permitted Receivables Financing;


 


(y)            
Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance with
‎Section 2.17 and any Permitted Refinancing thereof;


 


(z)            
all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent
interest on obligations described in clauses ‎(a) through ‎(y)
above; and


 


(aa)          
Indebtedness in respect of Bilateral L/C Obligations of a Group Member, or of the Parent and Guaranteed by the Group Members
pursuant to the Loan Documents, in an aggregate amount not to exceed $60,000,000.


 


For
purposes of determining compliance with this ‎Section 7.03,
in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses
‎(a) through ‎(z) above, the Borrowers
shall, in their sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or
any portion thereof) and will only be required to include the amount and type of such Indebtedness in one
or more of the above clauses; provided
thatNotwithstanding
anything to the contrary, all Indebtedness outstanding under
the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause ‎(a)
of this ‎Section 7.03 and the Senior Notes will be deemed to have been
incurred in reliance only on the exception set forth in clause ‎(c) of this
‎Section 7.03.


 


The
accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall
not be deemed to be an incurrence of Indebtedness for purposes of this ‎Section
7.03.


 


Section
7.04.       Fundamental Changes. Merge, amalgamate,
dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:


 


(a)            
any Company or Restricted Subsidiary may merge or amalgamate with (i) any Company (provided that the resulting entity
shall succeed as a matter of law to all of the Obligations of the respective Company), (ii) any one or more other Restricted Subsidiaries;
provided that when any Loan Party is merging or amalgamating with a Restricted Subsidiary, a Loan Party shall be a continuing
or surviving Person, as applicable, or the resulting entity shall succeed as a matter of law to all of the Obligations of such
Loan Party; provided, further, that no Company shall be merged or amalgamated with any Person unless the surviving
Person is a Company or a Restricted Subsidiary (other than a Foreign Subsidiary) that is or becomes a Loan Party pursuant to customary
documentation;


 


(b)            
(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted
Subsidiary that is not a Loan Party, (ii) (A) any Company (other than a Borrower) or Restricted Subsidiary may liquidate, dissolve
or wind up, or (B) any Company or Restricted Subsidiary may change its legal form, in each case, if the Lead Borrower determines
in good 



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faith that such action is in the best interests of the Companies and their Subsidiaries and is not materially disadvantageous
to the Lenders and (iii) any Company may change its legal form if the Lead Borrower determines in good faith that such action
is in the best interests of the Companies and the Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous
to the Lenders;


 


(c)            
any Company (other than a Borrower) or Restricted Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to another Company or Restricted Subsidiary; provided that if the transferor in such
a transaction is a Loan Party, then either (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment,
such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance
with ‎Section 7.02 and ‎Section
7.03, respectively;


 


(d)            
each Borrower may merge or amalgamate with any other Person; provided that either (i) such Borrower shall be a continuing
or surviving corporation; (ii) (A) no Event of Default exists
or would result therefrom, (B) the resulting, surviving or transferee Person (the “Successor Borrower”) will
be a Person organized and existing under the laws of the United States of America, any State of the United States or the District
of Columbia, and the Successor Borrower (if not such Borrower), by supplement or joinder (in form reasonably satisfactory to the
Administrative Agent) to this Agreement and each other Loan Document to which such Borrower is a party, will expressly assume
all the obligations of such Borrower under this Agreement and each such other Loan Document, (C) after giving effect to such transaction
the Fixed Charge Coverage Ratio of the Companies as of the end of the most recently ended Test
Period, on a Pro Forma Basis, would be no less than 2.00:1.00 and there
would be no materially adverse impact (taken as a whole) to the Secured Parties’ Liens on the Collateral as a result of
such transaction (as determined by the Borrowers on a reasonable basis)
and (D) the Borrowers shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an
opinion of counsel to the Borrowers, each stating that such consolidation, merger, amalgamation or transfer and such supplement
or joinder documentation do not conflict with the terms of this Agreement and an opinion of counsel relating to the security interests
of the Administrative Agent as the Administrative Agent may reasonably request and stating that any such supplement or joinder
documentation has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against
the applicable Successor Borrower (in each case, in form reasonably satisfactory to the Administrative Agent); or (iii) (A) such
Borrower is no longer a Subsidiary of Parent, (B) such Borrower, together with its Restricted Subsidiaries, does not constitute
all or substantially all the property and assets of the Companies and their Restricted Subsidiaries, taken as a whole, and (C)
such transaction is in compliance with Section 7.05 as if such covenant applied to such transaction;


 


(e)            
so long as no Event of Default exists or would result
therefrom, any Restricted Subsidiary may merge or amalgamate with any other Person in order to effect an Investment permitted
pursuant to ‎Section 7.02; provided that the continuing or surviving
Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the
requirements of ‎Section 6.10; provided, that no Company shall be
merged or amalgamated with any Person pursuant to this clause (e) unless the surviving Person is a Company or a Restricted Subsidiary
(other than a Foreign Subsidiary) that is a Loan Party or becomes a Loan Party pursuant to customary documentation;


 


(f)            
any Specified Guarantor or Subsidiary Guarantor may be consolidated with or merge or amalgamate with any Person; provided
that (i) the other Person is a Company or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary
Guarantor concurrently with the transaction; (ii) (A) either (x) such Guarantor is the continuing Person or (y) the resulting,
surviving or transferee Person by supplement to the Indenture expressly assumes all of the obligations of such Guarantor under
its Guarantee and each other Loan Document to which it is a party and (B) no Event
of Default exists or would result therefrom and there would be no materially adverse impact (taken as a 



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whole) to the
Secured Parties’ Liens on the Collateral or the value of the Guaranties as a result of such transaction; and (iii) the transaction
constitutes a Disposition (including by way of consolidation, merger or amalgamation) of such Guarantor or the Disposition of
all or substantially all the assets of such Guarantor (in each case other than to a Company or a Restricted Subsidiary) otherwise
permitted by this Agreement; and


 


(g)            
so long as no Event of Default exists or would result
therefrom, a merger, amalgamation, dissolution, winding up, liquidation, consolidation or Disposition, the purpose of which is
to effect a Disposition permitted pursuant to ‎Section 7.05, may be effected.


 


Section
7.05.       Dispositions. Make any Disposition, except:


 


(a)            
Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course
of business and Dispositions of property no longer used or useful in the conduct of the business of the Companies and the Restricted
Subsidiaries;


 


(b)            
Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations
or any applications for registration of any immaterial IP Rights to lapse or go abandoned in the ordinary course of business);


 


(c)            
Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase
price of such replacement property (which replacement property is actually promptly purchased);


 


(d)            
Dispositions of property to a Company or a Restricted Subsidiary; provided that if the transferor of such property
is a Loan Party (i) the transferee thereof must be a Company or a Domestic Subsidiary, (ii) to the extent such transaction constitutes
an Investment, such transaction is permitted under ‎Section 7.02 or (iii)
such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign
Subsidiary;


 


(e)            
Dispositions permitted by ‎Section 7.02 (other than ‎Section
7.02(f)), ‎Section 7.04 (other than ‎Section
7.04(g)) and ‎Section 7.06 (other than ‎Section
7.06(d)) and Liens permitted by ‎Section 7.01;


 


(f)            
Dispositions in the ordinary course of business of Cash Equivalents;


 


(g)            
leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially
interfere with the business of the Companies and the Restricted Subsidiaries, taken as a whole;


 


(h)            
transfers of property subject to Casualty Events;


 


(i)            
Dispositions of Investments in JV Entities or non-Wholly-Owned Restricted Subsidiaries; provided that
no Dispositions may be made pursuant to this ‎Section 7.05(i) to
the extent such JV Entity or non-Wholly-Owned Restricted Subsidiary was, prior to a previous Disposition of Equity Interests in
such JV Entity or non-Wholly-Owned Restricted Subsidiary made pursuant to another provision of this ‎Section
7.05, a Wholly-Owned Restricted Subsidiary, and such Dispositions pursuant to such other provision of this ‎Section
7.05 and this ‎Section 7.05(i) were part of a single Disposition
or series of related Disposition, other than to the extent required by, or made pursuant to, customary buy/sell arrangements between
the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in the shareholders agreements,
joint venture agreements, organizational 



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documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned
Restricted Subsidiary (any such arrangement, a “Buy/Sell Arrangement”) (provided that the Net Cash Proceeds
of any Dispositions required by, or made pursuant to, any Buy/Sell Arrangement and not otherwise permitted by this ‎Section
7.05(i) shall be subject to the requirements of ‎Section 2.05(b)(ii));


 


(j)             
Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise
thereof;


 


(k)            
the unwinding of any Swap Contract pursuant to its terms;


 


(l)             
Permitted Sale Leasebacks;


 


(m)           
other Dispositions; provided that (i) such Disposition shall be for fair market value as reasonably determined by
the Borrowers in good faith, (ii) if after giving Pro Forma Effect
to such Disposition, the First Lien Senior Secured Leverage Ratio (calculated on a Pro Forma Basis) as
of the last day of the most recently ended Test Period is greater than 3.50:1.00,
the Companies or any of the Restricted Subsidiaries shall
receive not less than 75.0% of such consideration in the form of cash or Cash Equivalents (provided, however, that
for the purposes of this clause ‎(m)‎(ii),
the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent
or otherwise of the Companies or any of the Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the
Companies or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other
liability in connection with such Disposition, (B) securities, notes or other obligations received by the Companies or any of
the Restricted Subsidiaries from the transferee that are converted by such Company or any of the Restricted Subsidiaries into
cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated
Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that
the Companies and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection
with such Disposition and (D) aggregate non-cash consideration received by the Companies and their respective Restricted Subsidiaries
for all Dispositions under this clause ‎(m) having an aggregate fair market
value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) (as determined
in good faith by the Borrowers) not to exceed the greater of (x) $250,000,000 and (y) 17.5% of LTM EBITDA at any time outstanding
(net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)),
and (iii) the applicable Company or Restricted Subsidiary
complies with the applicable provisions of ‎Section 2.05 and
(iv) all such Dispositions made under this ‎Section 7.05(m) do
not exceed in the aggregate 35% of the total assets of the Group as of the
last day of the Test Period then most recently ended;


 


(n)            
the Companies and the Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual
or litigation claims in the ordinary course of business;


 


(o)            
dispositions of non-core or obsolete assets acquired in connection with Permitted Acquisitions;


 


(p)            
any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater
fair market value of usefulness to the business of the Companies, determined in good faith by the applicable Company;


 


(q)            
(i) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than a China
Entity) and (ii) any sale, transfer, distribution or other disposition of Equity Interests of Yum! China or the Equity Interests,
assets or properties of the China Entities; provided 



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that any such sale, transfer or distribution or other Disposition
shall only be permitted pursuant to this clause (q)(ii) if (x) such sale, transfer or distribution or other Disposition
shall provide for license or franchising fee arrangements that, taken as a whole, are not more adverse to the Lenders than those
described with respect to the ChinaCo Spin transaction set forth in clause (a) of the definition thereof in the Offering Memorandum
in a material way, as conclusively determined by the Borrowers in good faith or (y) on a pro forma basis after giving effect to
such sale, transfer or distribution or other Disposition and any license or franchising fee arrangements entered into in connection
with such transaction and any related retirement of Indebtedness, the Total Leverage Ratio would not be greater than the Total
Leverage Ratio as in effect immediately prior to such transaction;


 


(r)            
[reserved];


 


(s)            
Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used
to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing;


 


(t)            
any sale of assets for fair market value (as conclusively determined by the Borrowers in good faith) to any China Entity
in anticipation of and in connection with the ChinaCo Spin transaction set forth in clause (a) of such definition; provided
that the aggregate fair market value (as determined in good faith by the Borrowers) of the assets being disposed pursuant
to this Section 7.05(t) (excluding any assets being disposed of at such time pursuant to other exceptions from this Section
7.05) does not exceed $35,000,000; and


 


(u)            
Permitted Refranchising Transactions.


 


To
the extent any Collateral is Disposed of as expressly permitted by this ‎Section
7.05 to any Person other than a Company or any Subsidiary Guarantor, such Collateral shall be sold free and clear of the Liens
created by the Loan Documents and, if requested by the Administrative Agent, upon the certification by the Lead Borrower that
such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized
to take and shall take any actions deemed appropriate in order to effect the foregoing.


 


Section
7.06.       Restricted Payments. Declare or make, directly
or indirectly, any Restricted Payment, except:


 


(a)            
each Restricted Subsidiary may make Restricted Payments to any Company and to other Restricted Subsidiaries (and, in the
case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to any Company and any other Restricted Subsidiary and
to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant
class of Equity Interests);


 


(b)            
(i) the Companies may (or may make Restricted Payments to permit any direct or indirect parent thereof to) redeem in whole
or in part any of its Equity Interests for another class of its (or such parent’s) Equity Interests or rights to acquire
its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests
(other than Excluded Contributions or any Cure Amount), provided that any terms and provisions material to the interests
of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders
as those contained in the Equity Interests redeemed thereby, (ii) the Companies may declare and make dividend payments or other
distributions payable solely in Qualified Equity Interests and (iii) the Companies may pay any dividend or distribution to the
Parent to the extent such dividend or distribution 



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is substantially concurrently contributed to the Equity Interests (other than
through the issuance of Disqualified Equity Interests or an Excluded Contribution or any Cure Amount) of a Company;


 


(c)            
Restricted Payments made in order to pay any Taxes attributable to the transaction described in clause (a) of the definition
of ChinaCo Spin (including any obligation to indemnify any China Entity for any Taxes attributable to such transaction pursuant
to agreements to be entered into in connection with such transaction as described in the Offering Memorandum under the caption
 “Certain Relationships and Related Party Transactions” or to the extent such agreements as amended, modified, supplemented,
extended or renewed, taken as a whole, are on a basis substantially similar to the agreements and instruments described in the
Offering Memorandum or are modified in a manner, taken as a whole, that would not, taken as a whole, be more adverse to the Lenders
in a material way from that described in the Offering Memorandum, as conclusively determined by the Borrowers in good faith);


 


(d)            
to the extent constituting Restricted Payments, the Companies and their Restricted Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of ‎Section 7.02 (other
than ‎Section 7.02(f)) or ‎Section
7.04;


 


(e)            
repurchases of Equity Interests in the ordinary course of business in any Company (or any direct or indirect parent thereof)
or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion
of the exercise price of such options or warrants;


 


(f)            
any Company may, in good faith, pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay)
for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it or any direct or indirect
parent thereof held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses,
former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any
of the foregoing) of such Company (or any direct or indirect parent of such Company) or any of its Subsidiaries pursuant to any
employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other
employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement)
with any employee, director, manager, officer or consultant of any Company (or any direct or indirect parent thereof) or any Subsidiary;
provided that such payments do not to exceed $35,000,000 in any calendar
year the greater of (x) $35,000,000 and (y) 2.25% of LTM EBITDA,
provided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar
years, so long as the aggregate amount of all Restricted Payments made pursuant to this ‎Section
7.06(f) in any calendar year (after giving effect to such carry forward) shall not exceed the
greater of (x) $70,000,000 and (y) 4.50% of LTM EBITDA;
provided, further, that cancellation of Indebtedness owing to any Company (or any direct or indirect parent thereof)
or any of their respective Subsidiaries from members of management of such Company, any of such Company’s direct or indirect
parent companies or any of the Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of such Company’s
direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any
other provision of this Agreement;


 


(g)            
any Company and its Restricted Subsidiaries may make Restricted Payments to any direct or indirect holder of an Equity
Interest in such Company:


 


(i)              
the proceeds of which will constitute a Permitted Tax Distribution or will be used to pay a Permitted Tax Distribution;






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(ii)             
the proceeds of which shall be used to pay such equity holder’s operating costs and expenses incurred in the ordinary
course of business, other overhead costs and expenses and fees (including (v) administrative, legal, accounting and similar expenses
provided by third parties, (w) trustee, directors, managers and general partner fees, (x) any judgments, settlements, penalties,
fines or other costs and expenses in respect of any claim, litigation or proceeding, (y) fees and expenses (including any underwriters
discounts and commissions) related to any investment or acquisition transaction (whether or not successful) and (z) payments in
respect of indebtedness and equity securities of any direct or indirect holder of Equity Interests in such Company to the extent
the proceeds are used or will be used to pay expenses or other obligations described in this ‎Section
7.06(g)) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership
or operations of such Company and its Restricted Subsidiaries (including any reasonable and customary indemnification claims made
by directors, managers or officers of any direct or indirect parent of such Company attributable to the direct or indirect ownership
or operations of such Company and its Restricted Subsidiaries) and fees and expenses otherwise due and payable by such Company
or any Restricted Subsidiary and permitted to be paid by such Company or such Restricted Subsidiary under this Agreement not to
exceed $20,000,000 in any fiscal year the
greater of (x) $20,000,000 and (y) 1.25% of LTM EBITDA;


 


(iii)            
the proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain
its (or any of its direct or indirect parents’) existence (including any costs or expenses associated with being a public
company listed on a national securities exchange);


 


(iv)            
to finance any Investment permitted to be made pursuant to ‎Section
7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment
and (B) the applicable Company or such parent shall, immediately following the closing thereof, cause (1) all property acquired
(whether assets or Equity Interests) to be held by or contributed to the applicable Company or Restricted Subsidiary or (2) the
merger (to the extent permitted in ‎Section 7.04) of the Person formed
or acquired into it or a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance
with the requirements of ‎Section 6.10;


 


(v)             
the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any
unsuccessful equity or debt offering permitted by this Agreement;


 


(vi)            
the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees
of any direct or indirect parent company or partner of the applicable Company to the extent such salaries, bonuses and other benefits
are attributable to the ownership or operation of such Company and its Restricted Subsidiaries; and


 


(vii)           
amounts to finance any indemnification obligations owed to any China Entity arising from or in connection with the ChinaCo
Spin transaction set forth in clause (a) of the definition thereof pursuant to agreements to be entered into in connection with
such transaction as described in the Offering Memorandum under the caption “Certain Relationships and Related Party Transactions”
or to the extent such agreements as amended, modified, supplemented, extended or renewed, taken as a whole, are on a basis substantially
similar to the agreements and instruments described in the Offering Memorandum or are modified in a manner that would not, taken
as a whole, be more adverse to the Lenders in a material way from that described in the Offering Memorandum, as conclusively determined
by the Borrowers in good faith. 



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(h)            
any Company or Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration
thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood
that a distribution pursuant to this ‎Section 7.06(h) shall be deemed to
have utilized capacity under such other provision of this Agreement);


 


(i)            
any Company or Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend,
split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness
and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible
Indebtedness in accordance with its terms;


 


(j)            
any Company or Restricted Subsidiary may make additional Restricted Payments in an amount, when aggregated with the amount
expended pursuant to ‎Section 7.08(a)(iii)(A) and
any Investments outstanding pursuant to Section 7.02(bb), not to exceed the
greater of (x) $500,000,000; provided that
at the time of any such Restricted Payment, no Default or Event
of Default shall have occurred and be continuing or would result therefromand
(y) 33.3% of LTM EBITDA;


 


(k)            
any Company or Restricted Subsidiary may make additional Restricted Payments in an amount not to exceed the Available Amount;
provided that at the time ofbefore
and after giving effect to any such Restricted Payment, (i) no Event
of Default shall have occurred and be continuing or would result therefrom and (ii)
the Fixed Charge Coverage Ratio of the Companies as of the end of the most recently ended Test Period, on a Pro Forma Basis, would
be no less than 2.00:1.00;


 


(l)            
Restricted Payments constituting of Equity Interests of, or Indebtedness owed to a Company or a Restricted Subsidiary by,
Unrestricted Subsidiaries (unless the principal asset of the Unrestricted Subsidiary is cash and Cash Equivalents);


 


(m)            
Restricted Payments in an aggregate amount not to exceed the amount of proceeds received from any sale of the Equity Interests
of, or any dividends or distributions received from, any Taco Bell Unrestricted Entity or China Entity; provided that at
the time ofbefore and after giving effect to
any such Restricted Payment, no Event of Default shall have occurred and be continuing or would
result therefrom;


 


(n)            
any Restricted Payment made in connection with, or as part of, (i) the Transactions, (ii) the securitization transaction
effected by the Taco Bell Unrestricted Entities in May 2016 and (iii) the ChinaCo Spin transaction set forth in clause (a) of
the definition thereof, including the dividend, distribution or loan to the Parent of the net proceeds from the issuance and sale
of the Senior Notes and any borrowings hereunder as described in the Preliminary Statements to this Agreement, any dividends or
other distributions of Equity Interest of Yum! China to Parent in connection with the ChinaCo Spin transaction set forth in clause
(a) of the definition thereof and the payment of any costs and expenses (including all legal, accounting and other professional
fees and expenses) related thereto or used to fund amounts owed to Affiliates in connection with the Transactions (and the transactions
referred to in clauses (ii) and (iii) above) (including dividends to any parent entity of the Companies to permit payment by such
parent entity of such amounts);


 


(o)            
any Company or Restricted Subsidiary may make additional Restricted Payments; provided that, at
the time ofbefore and after giving effect to
such Restricted Payment, (i) no Default or Event of Default hasshall
have occurred and isbe
continuing and (ii) the Total Leverage Ratio of the Companies as of the end of the most recently ended Test Period,
on a Pro Forma Basis, would be no greater than 4.004.75:1.00;


 


(p)            
Restricted Payments made using the proceeds of Excluded Contributions; and






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(q)         
the declaration and payment of dividends on Disqualified Equity Interests of
a Company or preferred stock of a Restricted Subsidiary, incurred in accordance with Section 7.03.


 


For
purposes of determining compliance with this ‎Section
7.06, in the event that
any Restricted Payment meets
the criteria of more than one of the categories of Restricted
Payments described in clauses ‎(a) through (q) above, the Borrowers shall, in their sole discretion, classify and reclassify
such Restricted Payment (or any portion thereof) on the date of its payment or later divide, classify or reclassify such Restricted
Payment as if such Restricted Payment was made on the date of such reclassification and will only be required to include the amount
and type of such Restricted Payment in one or more of the
above clauses.


 


Section
7.07.        Transactions with Affiliates. Enter into any transaction of any kind with
any Affiliate of the Companies with a fair market value (as determined in good faith by the Borrowers at
the time of entry into such transaction) in excess of the
greater of (x) $20,000,000 and (y) 2.25% of LTM EBITDA,
whether or not in the ordinary course of business, other than:


 


(a)        
transactions between or among the Companies or among the Companies and any Restricted Subsidiary or any entity that becomes a
Restricted Subsidiary as a result of such transaction;


 


(b)        
transactions on terms not less favorable to such Company or such Restricted Subsidiary, as determined in good faith by the Company
or such Restricted Subsidiary, as the case may be, as would be obtainable by such Company or such Restricted Subsidiary at the
time in a comparable arm’s-length transaction with a Person other than an Affiliate;


 


(c)        
the Transaction and any structuring transactions between or among any Company or any Restricted Subsidiary and the Parent or any
China Entity (including, but not limited to, transfers of Equity Interests and repayments of intercompany payables or loans) in
anticipation of and in connection with the ChinaCo Spin transaction set forth in clause (a) of the definition thereof that collectively
result in a spin off or separation of all or a portion of the China Entities substantially similar to the China
spin-offChinaCo Spin transaction described
in the Offering Memorandum or in a manner that would not be materially more adverse to the Lenders than such transaction described
in the Offering Memorandum (as conclusively determined by the Companies in good faith) and the payment of all costs and expenses
(including all legal, accounting and other professional fees related to the Transaction;


 


(d)        
the issuance of Equity Interests to any officer, director, manager, employee or consultant of such Company or any of its Subsidiaries
or any direct or indirect parent of such Company in connection with the Transaction;


 


(e)        
[reserved];


 


(f)         
equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by any Company
or any Restricted Subsidiary permitted under ‎Section 7.06;


 


(g)        
loans and other transactions by and among any Company and/or one or more Subsidiaries to the extent permitted under this ‎Article
7;


 


(h)        
employment and severance arrangements between any Company or any of its Subsidiaries and their respective officers and employees
in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;



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(i)         
payments by a Company and its Restricted Subsidiaries pursuant to any tax sharing agreements (or other equity agreements) in respect
of Taxes and expenses describe in Section 7.06(g)(ii) through (vii) and income Taxes among the Companies or among
a Company and its Restricted Subsidiaries and any parent entity on customary terms to the extent attributable to the ownership
or operation of such Company and its Restricted Subsidiaries;


 


(j)         
the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers,
officers, employees and consultants of any Company and its Restricted Subsidiaries or any direct or indirect parent of such Company
in the ordinary course of business to the extent attributable to the ownership or operation of such Company and its Restricted
Subsidiaries;


 


(k)         
transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule ‎7.07 or any amendment
thereto to the extent such an amendment is not adverse to the Lenders in any material respect;


 


(l)         
dividends and other distributions permitted under ‎Section 7.06 and Investments permitted under ‎Section
7.02 and the entry by any Company or Restricted Subsidiary into any agreement to which any such dividend or distribution is made
or to be made;


 


(m)   
     the entry into and performance of obligations of a Company or any Restricted Subsidiary under the terms of
any transaction arising out of, and any payments pursuant to or for purposes of funding any agreement or instrument to be entered
into in connection with, the ChinaCo Spin as described in the Offering Memorandum or any agreements or instruments ancillary thereto,
as such agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in
accordance with the other terms of this Section 7.07 or to the extent such agreements and instruments as so amended, modified,
supplemented, extended, renewed or refinanced, taken as a whole, are on a basis substantially similar to the agreements and instruments
described in the Offering Memorandum or would not be materially more adverse to the Lenders than the agreements and instruments
described in the Offering Memorandum, as conclusively determined by the Borrowers in good faith; and


 


(n)        
transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted
Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that
such transactions were not entered into in contemplation of such redesignation.


 


     Section
7.08.        Prepayments, Etc., of Indebtedness.


 


(a)        
Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any JuniorSubordinated
Debt (it being understood that payments of regularly scheduled interest and AHYDO payments under any such JuniorSubordinated
Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds
of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to
Equity Interests (other than Disqualified Equity Interests) of any Company or its direct or indirect parents, (iii) prepayments,
redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (A) in an aggregate amount, when
aggregated with the amount of Restricted Payments made pursuant to ‎Section 7.06(j) and
any Investments outstanding pursuant to Section 7.02(bb), not to exceed the
greater of (x) $500,000,000 and
(y) 33.0% of LTM EBITDA and (B) in an amount not to exceed the Available Amount (provided that at
the time ofbefore and after
giving effect to any such prepayment, redemption, purchase, defeasance or other payment pursuant to this clause
 ‎(iii)‎(B), (1) no



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Event
of Default shall have occurred and be continuing
or would result therefrom and (2) the Fixed Charge Coverage Ratio of the Companies as
of the last day of the most recently ended Test Period is greater than 2.00:1.00)
and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided
that, at the time ofbefore
and after giving effect to any such prepayments, redemptions, purchases, defeasances or other payments pursuant to
this clause ‎(iv), (x) no Default or Event of Default hasshall
have occurred and isbe
continuing and (y) the Total Leverage Ratio of the Companies as of the end of the most recently ended Test Period,
on a Pro Forma Basis, would be no greater than 4.24.75:1.00).


 


(b)        
Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any JuniorSubordinated
Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed).


 


     Section
7.09.        Financial CovenantsCovenant.
Solely with respect to the Revolving Credit Facility and the Term A Facility:


 


     (a)
, except Total
Leverage Ratio. Except with the written
consent of the Required Pro Rata Lenders, permit the Total Leverage Ratio of the Companies as of the last day of any Test Period
(commencing with the last day of the first
full fiscal quarter of the Companies commencing after the Closing Date) to be greater than 5.00:1.00. Notwithstanding
the foregoing, for the four fiscal quarters ended immediately following the closing of a Material Acquisition (including the fiscal
quarter in which such Material Acquisition occurs) and the delivery by the Lead Borrower of written notice thereof to the Administrative
Agent, the applicable Total Leverage Ratio level for purposes of this ‎Section 7.09 shall be 5.50:1.00 (a “Financial
Covenant Step-Up”); provided, however, that, (x) immediately after any such four fiscal quarter period, there shall be at
least two consecutive fiscal quarters during which the Total Leverage Ratio shall be equal to or less than 5.00:1.00 (irrespective
of whether any other Material Acquisition has been consummated during such period) and (y) there shall be no more than two (2)
Financial Covenant Step-Ups prior to the Maturity Date of the Term A Facility and the Revolving Credit Facility.


 


(b)
Consolidated Adjusted Fixed Charge Coverage Ratio. Except with the written consent of the Required Pro
Rata Lenders, the Consolidated Adjusted Fixed Charge Coverage Ratio of the Companies as of the last day of any Test Period (commencing
with the last day of the first full fiscal quarter of the Companies commencing after the Closing Date) to be less than 1.50:1.00.


 


     Section
7.10.        Negative Pledge and Subsidiary Distributions. Enter into any agreement,
instrument, deed or lease which prohibits or limits (i) the ability of any Loan Party to create, incur, assume or suffer to exist
any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the
Secured Parties with respect to the Obligations or under the Loan Documents or (ii) the ability of any Restricted Subsidiary to
pay dividends or other distributions with respect to any of its Equity Interests; provided that, in case of the foregoing
clauses (i) and (ii), the foregoing shall not apply to:


 


(a)         
restrictions and conditions imposed by (i) law, (ii) any Loan Document or (iii) the Senior Notes Indenture and other documents
relating to the Senior Notes;


 


(b)        
restrictions and conditions existing on the Closing Date and set forth on Schedule ‎7.10 or to any extension, renewal,
amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the
scope of any such restriction or condition;



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(c)        
customary restrictions and conditions arising in connection with any Disposition permitted by ‎Section 7.05, relating
solely to the assets and other property subject to such Disposition;


 


(d)        
customary provisions in leases, licenses and other contracts restricting the assignment thereof;


 


(e)        
[reserved];


 


(f)         
any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but
not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement
was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth
in such agreement does not apply to any Company or any other Restricted Subsidiary;


 


(g)        
any restrictions or conditions in any Indebtedness permitted pursuant to ‎Section 7.03 to the extent such restrictions
or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Subordinated
Debt, are market terms (in the good faith judgment of the Borrowers)
at the time of issuance or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan
Party and its Subsidiaries, or, in the case of
secured Indebtedness, so long as such restriction applies only to property that does not constitute Collateral securing such Indebtedness
and any Person owning such property,  provided
that any such restrictions or conditions permit compliance with
the Collateral and Guarantee Requirement and Sections 6.10 and 6.12;


 


(h)        
any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;


 


(i)         
customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements
relating to any JV Entity or non-Wholly-Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and
non-Wholly-Owned Restricted Subsidiaries permitted under ‎Section 7.02 and applicable solely to such JV Entity or non-Wholly-Owned
Restricted Subsidiary and the Equity Interests issued thereby; and


 


(j)         
customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted
hereby so long as such restrictions may relate to the assets subject thereto.


 


     Section
7.11.        Use of Proceeds.


 


(a)         
Directly or indirectly, use any part of the proceeds of the Loans, or lend, contribute or otherwise make available any part of
such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any
Person that, at the time of such funding, is (A) the subject
of Sanctions, or in any country or territory, that,
at the time of such funding, is, or whose government is, the subject of comprehensive Sanctions
Laws and Regulations or (B) located, organized or resident in a country
or territory that is itself the target of any Sanctions Laws and Regulations, or (ii) in any other manner that would
reasonably be expected to result in a violation of Sanctions Laws and Regulations by any party hereto.


 


(b)         
Directly or indirectly, use any part of the proceeds of the Loans in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Law.



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Article
8


 



Events of Default and Remedies


 


     Section
8.01.        Events of Default. Any of the following events referred to in any of clauses
 ‎(a) through ‎(j) inclusive of this ‎Section 8.01 shall constitute an “Event of Default”:


 


(a)        
Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan
or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder
or with respect to any other Loan Document; or


 


(b)        
Specific Covenants. The Borrowers fail to perform or observe any term, covenant or agreement contained in (i) any of ‎Section
6.03(a) or ‎Section 6.04 (solely with respect to the Borrowers), Section 6.11, Section 6.13 or ‎Article
7 (other than ‎Section 7.09) or (ii) ‎Section 7.09; provided that an Event of Default under
Section 7.09 shall not constitute an Event of Default to the extent set forth in Section 8.05; provided further
that an Event of Default under ‎Section 7.09 shall not constitute an Event of Default for purposes of any Term B Loan
unless and until the Required Pro Rata Lenders have actually terminated the Revolving Credit Commitments and/or declared all outstanding
obligations under the Revolving Credit Facility and Term A Facility to be immediately due and payable in accordance with this
Agreement; or


 


(c)        
Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in ‎Section
8.01(a) or ‎(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues
for thirty (30) days after receipt by the Lead Borrower of written notice thereof by the Administrative Agent or the Required
Lenders; or


 


(d)        
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by
or on behalf of any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith
or therewith shall be incorrect or misleading in any material respect when made or deemed made; or


 


(e)        
Cross-Default. Any Loan Party or any Significant Subsidiary (or group of Restricted Subsidiaries that together would constitute
a Significant Subsidiary) (i) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness
hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (ii) fails to observe or perform any
other agreement or condition relating to any such Indebtedness, or any other event occurs any event requiring prepayment pursuant
to customary asset sale provisions), the effect of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity;
provided that this clause ‎(e)‎(ii) shall not apply to secured Indebtedness that becomes due (or requires
an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such
sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further,
that such failure is unremedied and is not waived by the holders of such Indebtedness; or


 


(f)         
Insolvency Proceedings, Etc. Any Loan Party or any Significant Subsidiary or group of Restricted Subsidiaries that together
would constitute a Significant Subsidiary institutes or consents to the





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institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver,
interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged
or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all
or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for
sixty (60) calendar days; or an order for relief is entered in any such proceeding; or


 


(g)        
Inability to Pay Debts; Attachment. (i) Any Loan Party or any Significant Subsidiary or group of Restricted Subsidiaries
that together would constitute a Significant Subsidiary becomes unable or admits in writing its inability or fails generally to
pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully
bonded within sixty (60) days after its issue or levy; or


 


(h)        
Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment
of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance)
and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period
of sixty (60) consecutive days; or


 


(i)         
Invalidity of Collateral Documents. Any material provision of any Collateral Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction
permitted under ‎Section 7.04 or ‎Section 7.05) or solely as a result of acts or omissions by the Administrative
Agent or the satisfaction in full of all the Obligations, ceases to be in full force and effect or ceases to create a valid and
perfected first priority lien on the Collateral covered thereby; or any Loan Party contests in writing the validity or enforceability
of any material provision of any Collateral Document; or any Loan Party denies in writing that it has any or further liability
or obligation under any Collateral Document (other than as a result of repayment in full of the Obligations and termination of
the Aggregate Commitments), or purports in writing to revoke or rescind any Collateral Document; or


 


(j)         
Change of Control. There occurs any Change of Control.


 


     Section
8.02.        Remedies Upon Event of Default.


 


(a)        
If any Event of Default occurs and is continuing (other than an Event of Default under ‎Section 8.01(b)(ii) unless
the conditions of the proviso contained therein have been satisfied), the Administrative Agent may and, at the request of the
Required Lenders, shall take any or all of the following actions:


 


 (i)            
declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(ii)           
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan



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Document
to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;


 


(iii)         
   require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof);
and


 


(iv)          
exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents
or applicable Law;


 


provided
that upon the occurrence of an Event of Default under ‎Section 8.01(f) with respect to any Company, the obligation
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically
become effective, in each case without further act of the Administrative Agent or any Lender.


 


(b)        
If any Event of Default under ‎Section 8.01(b)(ii) occurs and is continuing, the Administrative Agent may and, at the
request of the Required Pro Rata Lenders, shall take any or all of the following actions:


 


(i)            
declare the commitment of each Lender to make Revolving Credit Loans and Swing Line Loans and any obligation of the L/C Issuers
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;


 


(ii)           
declare the unpaid principal amount of all outstanding Revolving Credit Loans, Term A Loans and Swing Line Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document under or in respect
of the Revolving Credit Facility and Term A Facility, as applicable, to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;


 


(iii)           
require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof);
and


 


(iv)          
exercise on behalf of itself, the Revolving Credit Lenders and the Term A Lenders all rights and remedies available to it, the
Revolving Credit Lenders and the Term A Lenders under the Loan Documents or applicable Laws, in each case under or in respect
of the Revolving Credit Facility and Term A Facility, as applicable.


 


     Section
8.03.        Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining
whether a Default has occurred under clause ‎(f)or ‎(g) of ‎Section 8.01, any reference in any
such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary
or at such time could, upon designation by the Lead Borrower, become an Immaterial Subsidiary affected by any event or circumstances
referred to in any such clause unless the Consolidated EBITDA of such Subsidiary together with the Consolidated EBITDA of all
other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated EBITDA.


 


     Section
8.04.        Application of Funds. If the circumstances described in ‎Section
2.12(g) have occurred, or after the exercise of remedies provided for in ‎Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been



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required
to be Cash Collateralized as set forth in the proviso to ‎Section 8.02), including in any bankruptcy or insolvency
proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent, subject to any Customary
Intercreditor Agreement then in effect, in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest, but including Attorney Costs payable under ‎Section 10.04 and amounts payable under ‎Article 3)
payable to each Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs payable under ‎Section 10.04 and amounts payable under ‎Article
3), ratably among them in proportion to the amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition
interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to
them;


 


Fourth,
(a) to payment of that portion of the Obligations constituting (i) unpaid principal of the Loans and L/C Borrowings and Unreimbursed
Amounts, (ii) Swap Termination Value under Secured Hedge Agreements, (iii) Cash Management Obligations and (iv) unreimbursed amounts
in respect of drawings under letters of credit (other than Letters of Credit) constituting Bilateral L/C Obligations hereunder
and (b) for the account of the applicable L/C Issuers and Bilateral L/C Providers, to Cash Collateralize or cash collateralize
that portion of L/C Obligations and Bilateral L/C Obligations comprised of the aggregate undrawn amount of outstanding Letters
of Credit and letters of credit, in each case ratably among the Secured Parties in proportion to the respective amounts described
in this clause Fourth held by them;


 


Fifth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other
Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative
Agent and the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law.


 


Subject
to ‎Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains
on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall
be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers.


 


Notwithstanding
the foregoing, (a) amounts received from any Borrower or any Guarantor that is not a “Eligible Contract Participant”
(as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations (it being
understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this
clause (a), to the extent permitted by applicable law, the Administrative Agent shall make such adjustments as it
determines are appropriate to distributions pursuant to clause Fourth above from amounts received from “Eligible
Contract Participants” to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to obligations
described in clause Fourth above by the holders of any Excluded Swap Obligations 





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are
the same as the proportional aggregate recoveries with respect to other obligations pursuant to clause Fourth above), (b)
Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received
written notice thereof prior to such application described above, together with such supporting documentation as the Administrative
Agent may request, from the applicable Cash Management Bank and (c) Bilateral L/C Obligations shall be excluded from the application
described above if the Administrative Agent has not received written notice prior to such application described above thereof,
together with such supporting documentation as the Administrative Agent may request, from the applicable Bilateral L/C Provider.
Each Cash Management Bank and Bilateral L/C Provider not a party to this Agreement that has given the notice contemplated by the
preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent
pursuant to the terms of ‎Article 9 hereof for itself and its Affiliates as if a “Lender” party hereto.


 


     Section
8.05.        Right to Cure.


 


(a)         
Notwithstanding anything to the contrary contained in Section 8.01(b), in the event that the Borrowers fail to comply with
the requirements of one or more covenants set forth in Section 7.09 as of the last day of any Test Period, at any time
from such last day and until the expiration of the tenth day after the date on which financial statements with respect to the
Test Period in which any such covenant is being measured are required to be delivered pursuant to Section 6.01 (the “Anticipated
Cure Deadline”), the Parent (or any other parent entity) shall have the right to make a direct or indirect equity investment
in any Company in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the
Administrative Agent) (the “Cure Right”), and upon the receipt by such Company of net cash proceeds pursuant
to the exercise of the Cure Right (the “Cure Amount”), each relevant covenant shall be recalculated, giving
effect to a pro forma increase to Consolidated EBITDA and/or Consolidated EBITDAR of the Companies, as applicable, for such Test
Period in an amount equal to such Cure Amount; provided that (x) such pro forma adjustment to Consolidated EBITDA and/or
Consolidated EBITDAR shall be given solely for the purpose of determining the existence of a Default or an Event of Default under
each relevant covenant under Section 7.09 with respect to any Test Period that includes the fiscal quarter for which such
Cure Right was exercised and not for any other purpose under any Loan Document (including for purposes of determining pricing,
mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article 7) for the quarter
with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any
Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) Consolidated
Total Debt for purposes of any calculation thereof for the Test Period with respect to which such Cure Right was exercised (but
shall, for the avoidance of doubt, reduce (or count towards) Consolidated Total Debt for purposes of calculations under Section
7.09 for future Test Periods).


 


(b)         
If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrowers shall then be in compliance
with the requirements of each covenant set forth in Section 7.09 as of the last day of the relevant Test Period (including
for purposes of Section 4.02), the Borrowers shall be deemed to have satisfied the requirements of Section 7.09
as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such
date, and the applicable Default or Event of Default under Section 8.01 that had occurred shall be deemed cured; provided
that (i) the Cure Right may be exercised on no more than five (5) occasions, (ii) in each four fiscal quarter period, there
shall be at least two fiscal quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the
Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrowers to be in compliance with Section
7.09, (iv) no Credit Extension shall be made under the Revolving Credit Facility during the period beginning on the date on
which financial statements with respect to the relevant Test Period are required to be delivered pursuant to



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Section
6.01 and ending on the date the Cure Amount has actually been received by a Company and (v) upon receipt by the Administrative
Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in
respect of a Test Period, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against
the Collateral or any other remedy set forth in Section 8.02, and an Event of Default shall not be deemed to have occurred,
on the basis of a failure to comply with the requirements of one or more covenants set forth in Section 7.09, unless such
failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline.


 


Article
9


 



Administrative Agent and Other Agents


 


     Section
9.01.        Appointment and Authorization of Agents.


 


(a)        
Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative
Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent”
herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


(b)        
Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this ‎Article
9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it
or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit
as fully as if the term “Agent” as used in this ‎Article 9 and in the definition of “Agent-Related
Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect
to such L/C Issuer.


 


(c)        
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(in its capacities as a Lender, Swing Line Lender (if applicable) L/C Issuer (if applicable) and a potential Hedge Bank, Bilateral
L/C Provider or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent
of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust
for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties
to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection,
the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by
the Administrative Agent pursuant to ‎Section 9.02 for purposes of holding or enforcing any Lien on the Collateral
(or any





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portion
thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the
Administrative Agent), shall be entitled to the benefits of all provisions of this ‎Article 9 (including ‎Section
9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents)
as if set forth in full herein with respect thereto.


 


     Section
9.02.        Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral
(or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through
Affiliates, agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent,
and shall be entitled to advice of counsel, both internal and external, and other consultants or experts concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or
sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.


 


     Section
9.03.        Liability of Agents. No Agent-Related Person shall (a) be liable to
any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby, including their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent (except for its own gross negligence
or willful misconduct, as determined by the final, non-appealable judgment of a court of competent jurisdiction, in connection
with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document,
or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created
or purported to be created under the Collateral Documents, or the satisfaction of any condition set forth in ‎Article 4
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent,
or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder.
No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of any Loan Party or any Affiliate thereof. No Agent shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such
Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to
liability or that is contrary to any Loan Document or applicable Law. No Agent shall be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), or in the absence of its own gross negligence or willful misconduct.


 


     Section
9.04.        Reliance by Agents.


 


(a)        
Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone
message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to
have been





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signed,
sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party),
independent accountants and other experts selected by such Agent and shall not incur any liability for relying thereon. Each Agent
shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing
to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of
Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.


 


(b)         
For purposes of determining compliance with the conditions specified in ‎Section 4.01, each Lender that has signed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


     Section
9.05.        Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and
fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have
received written notice from a Lender or the Lead Borrower referring to this Agreement, describing such Default and stating that
such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such
notice. Subject to the other provisions of this ‎Article 9, the Administrative Agent shall take such action with respect
to any Event of Default as may be directed by the Required Lenders in accordance with ‎Article 8; provided that
unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or
in the best interest of the Lenders.


 


     Section
9.06.        Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including
any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has,
independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory
Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit
to the Borrowers and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrowers and the other Loan Parties. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility
to provide any Lender with any credit or other information concerning the business, prospects, operations, property,





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financial
and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the
possession of any Agent-Related Person.


 


     Section
9.07.        Indemnification of Agents. Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or
on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities incurred by it in its capacity as an Agent-Related Person;
provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the
final , non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with
the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents)
shall be deemed to constitute gross negligence or willful misconduct for purposes of this ‎Section 9.07. In the case
of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this ‎Section 9.07 applies
whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by
or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrowers, provided that such reimbursement by the Lenders shall not affect the Borrowers’ continuing reimbursement
obligations with respect thereto, if any. The undertaking in this ‎Section 9.07 shall survive termination of the Aggregate
Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.


 


     Section
9.08.        Agents in their Individual Capacities. JPMCB and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective
Affiliates as though JPMCB were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, JPMCB or its Affiliates may receive information regarding any Loan Party or any
Affiliate of a Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.
With respect to its Loans, JPMCB shall have the same rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders”
include JPMCB in its individual capacity.


 


     Section
9.09.        Successor Agents. The Administrative Agent may resign as the Administrative
Agent and Collateral Agent upon thirty (30) days’ notice to the Lenders and the Lead Borrower. If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which
appointment of a successor agent shall require the consent of the Lead Borrower at all times other than during the existence of
an Event of Default under ‎Section 8.01(f) or (g) with respect
to the Companies (which consent of the Lead Borrower shall not be unreasonably withheld or delayed). If no successor
agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders, and subject to the consent of the Lead Borrower at all times other than during the existence
of an Event of Default under ‎Section 8.01(f) or (g) with
respect to the Companies (which consent of the Lead Borrower shall not be unreasonably withheld or delayed), a successor
agent from among the Lenders.





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Upon
the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent and Collateral Agent and the term “Administrative Agent”
shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be (and the term “Collateral
Agent” shall mean such successor collateral agent and/or supplemental agent, as described in ‎Section 9.01(c)),
and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and Collateral Agent
shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and Collateral
Agent, the provisions of this ‎Article 9 and ‎Section 10.04 and ‎Section 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and Collateral Agent under
this Agreement. If no successor agent has accepted appointment as the Administrative Agent and Collateral Agent by the date which
is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative
Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for
above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer
under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time
as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent and Collateral
Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto,
and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable,
or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to
be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties
of the retiring Administrative Agent and Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall, to
the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents.


 


      Section
9.10.       Administrative Agent May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)        
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders and the Administrative Agent under ‎Section 2.09 and ‎Section 10.04) allowed in such judicial
proceeding; and


 


(b)        
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and


 


(c)        
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due
for the reasonable



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compensation,
expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Administrative
Agent under ‎Section 2.09 and ‎Section 10.04.


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section
9.11.        Collateral and Guaranty Matters. The Lenders irrevocably agree:


 


(a)        
that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall
be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than
(x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and Bilateral L/C Obligations
not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination
of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonably
satisfactory to the Administrative Agent and the applicable L/C Issuer have been made), (ii) at the time the property subject
to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any
other Loan Document to any Person other than any other Loan Party (other than the Parent) (provided that in the event of
a transfer of assets from a Loan Party to another Loan Party (other than the Parent) organized in a different jurisdiction, the
Collateral Agent shall release such Lien if such transferee Loan Party takes all actions reasonably necessary to grant a Lien
in such transferred assets to the Collateral Agent (to the extent required by the Collateral and Guarantee Requirement)) and,
(iii) subject to ‎Section 10.01, if the release of such Lien is approved, authorized or ratified in writing
by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from
its obligations under its Guaranty pursuant to clause ‎(c) below or,
(v) if the property subject to such Lien becomes Excluded Property or
(vi) upon the Collateral Release Date in the manner described in clause (d) below;


 


(b)        
to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under
any Loan Document to the holder of any Lien on such property that is permitted by Sections ‎7.01(i) and ‎(o);


 


(c)        
if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result
of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible
Officer of the Lead Borrower), (x) such Subsidiary shall be automatically released from its obligations hereunder and under the
Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such
Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically
released.; and


 


(d)        
notwithstanding anything herein or in any
other Loan Document to the contrary, immediately upon the occurrence of the Collateral Release Date and without further action
of any Person, the security interests of the Collateral Agent and the other Secured Parties in the Collateral shall automatically
be terminated and released (it being understood that such provisions shall not be reinstated notwithstanding any subsequent inability
to satisfy the conditions to the Collateral Release Date); provided that the Guarantee of each Loan Party of the Obligations
pursuant to the Loan Documents shall
remain in effect after such Collateral Release Date. Reasonably promptly on or following the Collateral Release Date, the Administrative
Agent and the Collateral Agent shall execute, deliver and file (or cause to file), at the Lead Borrower’s expense, all documents
or other instruments that the Lead Borrower shall



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reasonably
request to evidence the termination and release of such security interests and shall return all Collateral in their possession
to the Lead Borrower. After the Collateral Release Date, the Borrowers shall not be required to comply with the Collateral Documents
(other than any documents entered into with respect to Cash Collateralization), the
Collateral and Guarantee Requirement or
the terms of Sections ‎6.10 or 6.12, in each case to the extent such terms require the creation and perfection of security
interests or Liens on Collateral (it being understood that the Loan Parties shall continue to be required to comply with the terms
of ‎Section 6.10 that require the provision of Guarantees by Loan Parties in respect of the Obligations), and each of the
Collateral Documents (other than any documents entered into with respect to Cash Collateralization) shall be deemed to be automatically
terminated and released, except for any provisions of such Collateral Documents that be their terms expressly survive termination.



 


Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this ‎Section 9.11. In each case as specified in this ‎Section 9.11,
the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrowers’
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral
Documents (including, for the avoidance of doubt, the Securitization Non-Disturbance Agreement), or to evidence the release of
such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this
‎Section 9.11.


 


Section
9.12.        Other Agents; Arrangers and Managers. None of the Lenders, the Agents,
the Lead Arrangers, the Documentation Agents, the Co-Managers or other Persons identified on the facing page or signature pages
of this Agreement as a “documentation agent”, “co-manager” or “co-arranger” shall have any
right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as
such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other
Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


Section
9.13.        Appointment of Supplemental Administrative Agents.


 


(a)         
It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction
denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case
of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future
Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents
or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized
to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee,
co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual
or institution being referred to herein individually as a “Supplemental Administrative Agent” and, collectively,
as “Supplemental Administrative Agents”).


 


(b)         
In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each
and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised
by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such
Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such



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Supplemental
Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties
with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise
or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative
Agent or such Supplemental Administrative Agent, and (ii) the provisions of this ‎Article 9 and of ‎Section
10.04 and ‎Section 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental
Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative
Agent and/or such Supplemental Administrative Agent, as the context may require.


 


(c)         
Should any instrument in writing from any Loan Party be required by any Supplemental Administrative Agent so appointed by the
Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties,
the applicable Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments
promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall
die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative
Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new
Supplemental Administrative AgeAgent.


 


Section
9.14.        [Reserved]Certain
Lender Acknowledgments.


 


(a)         
Each Lender and L/C Issuer hereby agrees that (x) if the Administrative Agent notifies such Lender or such L/C Issuer
that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or such L/C Issuer
from the Administrative Agent or any of their respective Affiliates (whether as a payment, prepayment or repayment of principal,
interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender
or such L/C Issuer (whether or not known to such Lender or such L/C Issuer), and demands the return of such Payment (or a portion
thereof), such Lender or such L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the
Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds,
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received
by such Lender or such L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect, and (y) to the extent permitted by applicable law, such Lender or such L/C Issuer shall not assert, and hereby
waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any
demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation
any defense based on “discharge for value” or any similar doctrine.  A notice of the Administrative Agent to
any Lender or L/C Issuer under this Section 9.14(a) shall be conclusive, absent manifest error.


 


(b)         
Each Lender and each L/C Issuer hereby further agrees that if it receives a
Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date
from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment
(a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each
such case, that an error has been made with respect to such Payment.  Each Lender and each L/C Issuer agrees that, in each
such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or such L/C
Issuer shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall
promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment
(or portion thereof) as to which such a demand was made in same day



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funds,
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received
by such Lender or such L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect.


 


(c)         
The Borrowers and each other Loan Party hereby agree that (x) in the event an erroneous
Payment (or portion thereof) are not recovered from any Lender or any L/C Issuer that has received such Payment (or portion thereof)
for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such L/C Issuer with respect
to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed
by the Borrowers or any other Loan Party;
provided that, for the avoidance of doubt, the foregoing clauses
(x) and (y) shall not apply to the extent any such Payment is, and solely with respect to the amount of such Payment that is,
comprised of funds received by
the Administrative Agent from any
Borrower or any other Loan Party for the purpose of making such Payment.


 


(d)         
Each party’s obligations under this Section 9.14 shall survive the resignation
or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or L/C
Issuer, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


Section
9.15.        Cash Management Obligations; Secured Hedge Agreements. Except as otherwise
expressly set forth herein or in any Collateral Document, no Cash Management Bank, Bilateral L/C Provider or Hedge Bank that obtains
the benefits of ‎Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Collateral
Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any
other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than
in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any
other provision of this ‎Article 9 to the contrary, the Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations, Bilateral L/C Obligations
or Obligations arising under Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations,
together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management
Bank, Bilateral L/C Provider or Hedge Bank, as the case may be.


 


Section
9.16.        Certain ERISA Matters.


 


(a)        
(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers
or any other Loan Party, that at least one of the following is and will be true:


 


(i)             (i)
such Lender is not using “plan
assets” (within the meaning of the Plan Asset RegulationsSection
3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the
Commitments,


 


(ii)            (ii)
the transaction exemption set forth
in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional
asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1
(a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions





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involving
bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue
to be satisfied in connection therewith,


 


(iii)       (iii)
(A) such Lender is an investment fund
managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified
Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and
perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)       (iv)
such other representation, warranty
and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.


 


(b)           
 (b) In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of the BorrowerBorrowers
or any other Loan Party, that:


 


(i)         (i) none
of the Administrative Agent, the Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related to hereto or thereto),


 


(ii)        (ii) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning
of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer
or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)       (iii) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the obligations),


 


(iv)       (iv) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,



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or
both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent
judgment in evaluating the transactions hereunder, and


 


(v)          
 (v) no
fee or other compensation is being paid directly to the Administrative Agent, the Lead Arrangers or any of their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)       
 (c) The
Administrative Agent and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination
fees or fees similar to the foregoing.


 


Article
10


 



Miscellaneous


 


Section
10.01.     Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Lead Borrower or the applicable Loan
Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no such amendment, waiver or consent shall:


 


(a)        
extend or increase the Commitment of any Lender without the written consent of each Lender directly and adversely affected thereby
(it being understood that a waiver of any condition precedent set forth in ‎Section 4.02 or the waiver of any Default,
mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment
of any Lender);


 


(b)        
postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under ‎Section 2.07
or ‎Section 2.08, fees or other amounts without the written consent of each Lender directly and adversely affected
thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall
not constitute a postponement of any date scheduled for the payment of principal or interest;


 


(c)        
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii)
of the second proviso to this ‎Section 10.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent
of the Required Lenders



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shall
be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest
at the Default Rate;


 


(d)        
change any provision of this ‎Section 10.01, the definition of “Required Lenders,” “Required Revolving
Credit Lenders,” “Required Pro Rata Lenders”, Section 2.13
in a manner that would alter the pro rata sharing of payments, or ‎Section 8.04,
in each case, without the written consent of each Lender directly and adversely affected thereby;


 


(e)        
release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent
of each Lender; provided that any transaction permitted under ‎Section
7.04 or ‎Section 7.05 shall not be subject to this clause ‎(e) to
the extent such transaction does not result in the release of all or substantially all of the Collateral; oror


 


(f)      
    release all or substantially all of the Guarantees in any transaction or series of related transactions, without
the written consent of each Lender; provided that any transaction
permitted under ‎Section 7.04 or ‎Section
7.05 shall not be subject to this clause ‎(f) to the extent such transaction
does not result in the release of all or substantially all of the Guarantees;


 


and
provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer
in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Agreement or any Letter of Credit
Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by any Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such
Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the
Administrative Agent under this Agreement or any other Loan Document; (iii) ‎Section 10.07(h) may not be amended, waived
or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; (iv) any amendment or waiver that by its terms affects the rights or
duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any
other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required to
consent thereto if such Class of Lenders were the only Class of Lenders; and (v) only the consent of the Required Pro Rata Lenders
shall be necessary to amend or waive the terms and provisions of Sections ‎7.09, ‎8.01(b)(ii) and 8.05
(and related definitions as used in such Sections, but not as used in other Sections of this Agreement).


 


Notwithstanding
the foregoing, (i) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably
in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Credit Loans, the Incremental
Term Loans, if any, and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders and, if applicable, the Required Revolving Credit Lenders
or (ii) this Agreement may be amended (or amended and restated) to reflect the addition of any Revolving Alternative Currency
with the consent of the parties set forth in the definition of such term, as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Lead Borrower, without the consent of any other party.


 


Notwithstanding
anything to the contrary contained in this ‎Section 10.01, any guarantees, collateral security documents and related
documents executed by Subsidiaries in connection with this



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Agreement
may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented
and waived with the consent of the Administrative Agent at the request of the Lead Borrower without the need to obtain the consent
of any Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel,
(ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other
document to be consistent with this Agreement and the other Loan Documents. Furthermore, with the consent of the Administrative
Agent at the request of the Lead Borrower (without the need to obtain any consent of any Lender), any Loan Document may be amended
to cure ambiguities, omissions, mistakes or defects.


 


Neither
the Administrative Agent nor the Collateral Agent shall amend or waive any provision of any Customary Intercreditor Agreement
(other than to cure ambiguities, omissions, mistakes or defects or to add other parties thereto (to the extent contemplated by
‎Section 7.01)) without the written consent of the Required Lenders.


 


Section
10.02.      Notices and Other Communications; Facsimile Copies.


 


(a)        
General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under
any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed
or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)            
if to the Lead Borrower, the Administrative Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule ‎10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and


 


(ii)           
if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a written notice to the Lead Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lenders.


 


All
such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the
relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto;
(B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of ‎Section 10.02(b)), when delivered; provided that notices and other communications to the
Administrative Agent, any L/C Issuer and any Swing Line Lender pursuant to ‎Article 2 shall not be effective until
actually received by such Person during the person’s normal business hours. In no event shall a voice mail message be effective
as a notice, communication or confirmation hereunder.


 


(b)        
Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered
or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved
by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant
to ‎Article 2 if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable
of



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receiving
notices under such Article by electronic communication. The Administrative Agent or the Lead Borrower may, in their discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it, provided that approval of such procedures may be limited to particular notices or communications.


 


Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication is available and
identifying the website address therefor.


 


(c)        
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall
the Administrative Agent or any of its Agent-Related Persons (collectively, the “Agent Parties”) have any liability
to the Loan Parties, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Lead Borrower’s or the Administrative Agent’s transmission
of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence,
bad faith or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to any Loan Party, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).


 


(d)        
Change of Address, Etc. Each Borrower, the Administrative Agent, any L/C Issuer and any Swing Line Lender may change its
address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice
to the Lead Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lenders. In addition, each Lender agrees to
notify the Administrative Agents from time to time to ensure that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be
sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the “Public Side Information” portion of
the Platform and that may contain material non-public information with respect to the Companies or their securities for purposes
of United States Federal or state securities laws.



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(e)        
Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrowers even
if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrowers shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers in the absence of gross negligence,
bad faith or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


 


(f)     
     Notice to other Loan Parties. The Borrowers agree that notices to be given to any other Loan Party under
this Agreement or any other Loan Document may be given to the Lead Borrower in accordance with the provisions of this ‎Section
10.02 with the same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.


 


Section
10.03.      No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan
Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by Law.


 


Section
10.04.      Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative
Agent, the Co-Managers, Documentation Agents and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket
costs and expenses associated with the syndication of the Term Loans and Revolving Credit Loans and the preparation, execution
and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents,
and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions
contemplated thereby are consummated), including all Attorney Costs of Davis Polk and Wardwell llp
(and any other counsel retained with the Lead Borrower’s consent (such consent not to be unreasonably withheld or
delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent,
the Co-Managers, Documentation Agents, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs
and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents
(including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs
and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney
Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording
and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any
Agent. The agreements in this ‎Section 10.04 shall survive the termination of the Aggregate Commitments and repayment
of all other Obligations. All amounts due under this ‎Section 10.04 shall be paid within thirty (30) Business Days
of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may
be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.


 


Section
10.05.      Indemnification by the Borrowers;
Limitation of Liability. 



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(a)        
Section 10.05. Indemnification
by the BorrowersIndemnity.
Whether or not the transactions contemplated hereby are consummated, the Borrowers shall indemnify and hold harmless each Agent-Related
Person, each Lender, each Lead Arranger, each Documentation Agent and each Co-Manager and each of their respective Affiliates,
directors, officers, employees, counsel, agents, advisors, and other representatives (collectively, the “Indemnitees”)
from and against any and all losses, liabilities, damages, claims, and reasonable and documented or invoiced out-of-pocket fees
and expenses (including reasonable Attorney Costs of one counsel for all Indemnitees and, if necessary, one firm of local counsel
in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees
(and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Lead
Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee)) of
any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such
Indemnitee is a party thereto and whether or not such proceedings are brought by any Company, its equity holders, its Affiliates,
creditors or any other third person) that relates to the Transaction, including the financing contemplated hereby, of any kind
or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating
to or arising out of or in connection with (a) (i)
the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter
or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated
thereby, (b) (ii)
any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), or (c) (iii)
any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, in, under or from any
property currently or formerly owned, leased or operated by any Loan Party or any of its respective Subsidiaries, or any Environmental
Liability related in any way to any Loan Party or any of its respective Subsidiaries, or (d)
(iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation,
litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether
or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful
misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons or any of the officers, directors,
employees, agents, advisors or members of any of the foregoing, in each case who are involved in or aware of the Transaction (as
determined by a court of competent jurisdiction in a final and non-appealable decision), (y) a material breach of the Loan Documents
by such Indemnitee or one of its controlled Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable
decision) or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission
of any Company or any of their respective Affiliates (other than with respect to a claim against an Indemnitee acting in its capacity
as an Agent, Lead Arranger or similar role under the Loan Documents). No Indemnitee shall be
liable


 


(b)        
Limitation of Liability. The Borrowers hereby waive any claim against the Agent-Related Person, each Lender, each Lead Arranger,
each Documentation Agent and each Co-Manager and each of their respective Affiliates, directors, officers, employees, counsel,
agents, advisors, and other representatives (each, a “Lender-Related Person”) for
any damages arising from or related to the
Transaction, including the financing contemplated hereby and the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any
IndemniteeLender-Related
Person or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to
this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before



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or
after the Closing Date) (without limitation of any Loan Party’s indemnification obligations hereunder);
provided that such limitation of liability shall not, as to any Lender-Related Person, be
available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits,
costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Lender-Related
Person or of any of its controlled Affiliates or controlling Persons or any of the officers, directors, employees, agents, advisors
or members of any of the foregoing, in each case who are involved in or aware of the Transaction (as determined by a court of
competent jurisdiction in a final and non-appealable decision), (y) a material breach of the Loan Documents by such Lender-Related
Person or one of its controlled Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable decision)
or (z) disputes solely between and among such Indemnitees to the extent such disputes do not arise from any act or omission of
any
Company or any of
their respective Affiliates (other than with respect to a claim against an Lender-Related Person acting in its capacity as an
Agent, Lead Arranger or similar role under the Loan Documents).
In the case of an investigation, litigation or
other proceeding to which the indemnity in this ‎Section 10.05 applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by any Loan Party, its directors, managers, partners, stockholders
or creditors or an Indemniteea
Lender-Related Person or any other Person, whether or not any IndemniteeLender-Related
Person is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any
of the other Loan Documents is consummated.


 


(c)        
Payment. All amounts due under this ‎Section
10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that
suchan Indemnitee
or a Lender-Related Person shall
promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee or
Lender-Related Person was not entitled to indemnification or contribution rights with respect to such payment pursuant
to the express terms of this ‎Section 10.05.


 


(d)        
Survival. The agreements in this ‎Section
10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


(e)        
For the avoidance of doubt, this ‎Section
10.05 shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect
to a non-Tax claim.


 


Section
10.06.      Payments Set Aside. To the extent that any payment by or on behalf of a Borrower is made
to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as
if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.


 


Section
10.07.      Successors and Assigns.


 


(a)         
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that, except as otherwise provided herein (including without limitation as permitted under
‎Section 7.04), neither the Loan Parties nor any of their respective Subsidiaries may assign or otherwise transfer
any of its rights or



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obligations
hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of ‎Section
10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of ‎Section 10.07(g)
or (iv) to an SPC in accordance with the provisions of ‎Section 10.07(h) (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in ‎Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


 


(b)       (i) Subject to the conditions set forth in paragraph ‎(b)‎(ii) below, any Lender may assign to one or more assignees
(“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this ‎Section 10.07(b), participations in L/C Obligations
and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld
or delayed) of:


 


 (A)         
the Lead Borrower, provided that, no consent of the Lead Borrower shall be required for an assignment (1) of any Term Loan
to any other Lender, any Affiliate of a Lender or any Approved Fund, (2) of any Revolving Credit Loan or Revolving Credit Commitment
to any other Revolving Credit Lender, any Affiliate of a
Revolving Credit Lender or any Approved Fund or (3) of any
Term Loan, Revolving Credit Loans or Revolving Credit Commitment, if an Event of Default under ‎Section 8.01(a), ‎(f)
or ‎(g) (in the case of ‎Section 8.01(f) or ‎(g), limited to the Borrowers) has occurred and is continuing,
to any Assignee; provided, further, that (i) with respect to an assignment of Term Loans, such consent shall be deemed
to have been given if the Lead Borrower has not responded within 5 Business Days after notice by the Administrative Agent and
(ii) with respect to an assignment of Revolving Credit Loans, such consent shall be deemed to have been given if the Lead Borrower
has not responded within 10 Business Days after notice by the Administrative Agent;


 


 (B)         
the Administrative Agent; provided (1) that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to another Lender, an Affiliate of a Lender or an Approved Fund or (2) of any Revolving Credit
Loan or Revolving Credit Commitment to any other Revolving Credit
Lender;


 


 (C)         
each L/C Issuer at the time of such assignment, provided that no consent of such L/C Issuers shall be required for any
assignment of a Term Loan; and


 


 (D)         
in the case of any assignment of any of the Revolving Credit Facility, each Swing Line Lender.


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


 (A)        
except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving



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Credit
Facility) or $250,000 (in the case of a Term Loan) unless the Lead Borrower and the Administrative Agent otherwise consents, provided
that (1) no such consent of the Lead Borrower shall be required if an Event of Default under ‎Section 8.01(a),
 ‎(f) or ‎(g) (in the case of ‎Section 8.01(f) or ‎(g),
limited to the Borrowers) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each
Lender and its Affiliates or Approved Funds, if any;


 


 (B)        
  the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption;


 


 (C)        
  the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and
any documentation required by ‎Section 3.01(f);


 


 (D)          the
Assignee shall not be a natural person, (other than as set forth in ‎Section 2.05(d)) a Borrower (or any of its Affiliates)
or a Disqualified Lender as of the “trade date” with respect to such assignment (provided that the list of Disqualified
Lenders (other than any “reasonably identifiable affiliate” (on the basis of the similarity of such affiliate’s
name to the name of an entity identified in writing on the list of Disqualified Lenders) included in the definition of “Disqualified
Lenders”) is made available to any Lender who specifically requests a copy thereof (it being understood that, irrespective
of anything herein (including in ‎Section 10.07) to the contrary, the Administrative Agent or any such Lender may disclose
any such copy to any prospective Lender (including a Person that is a Disqualified Lender at the time of such disclosure) who
specifically requests a copy thereof); and


 


 (E)         
  the Assignee shall not be a Defaulting Lender.


 


This
paragraph ‎(b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate
Facilities on a non-pro rata basis. Notwithstanding anything herein to the contrary, the Administrative Agent shall have no liability
with respect to monitoring or enforcing the provisions herein relating to Disqualified Lenders, and without limiting the foregoing,
the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant is
a Disqualified Lender or (y) have any liability with respect to any assignment or participation of Loans to any Disqualified Lender.


 


(c)        
Subject to acceptance and recording thereof by the Administrative Agent pursuant to ‎Section 10.07(d) and receipt by
the Administrative Agent from the parties to each assignment of a processing and recordation fee of $3,500 (provided that
the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment),
from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party
to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections ‎3.01, ‎3.03, ‎3.04, ‎10.04
and ‎10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon
request, and the surrender by the assigning Lender of its Note (if any), the Borrowers (at their expense) shall execute and deliver
a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this clause ‎(c) shall be treated for purposes



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of
this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with ‎Section 10.07(e).
For greater certainty, any assignment by a Lender pursuant to this ‎Section 10.07 shall not in any way constitute or
be deemed to constitute a novation, discharge, recession, extinguishment or substitution of the existing Indebtedness and any
Indebtedness so assigned shall continue to be the same obligation and not a new obligations.


 


(d)        
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) and currencies of the Loans, L/C
Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under ‎Section 2.03, owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, absent demonstrable error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrowers, any Agent and any Lender (with respect to its
own interests only), at any reasonable time and from time to time upon reasonable prior notice.


 


(e)        
Any Lender may at any time, without the consent of, or notice to, the Lead Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, a Disqualified Lender or a Defaulting Lender) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification
or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification
described in ‎Section 10.01(a), ‎Section 10.01(b), ‎(c), ‎(d), ‎(e) or ‎(f) that directly
affects such Participant. Subject to ‎Section 10.07(f), the Borrowers agree that each Participant shall be entitled
to the benefits of Sections ‎3.01, ‎3.03 and ‎3.04 (through the applicable Lender), subject to
the requirements and limitations of such Sections (including ‎Section 3.01(g) and ‎(h) and Sections ‎3.05
and ‎3.06), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to ‎Section
10.07(b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of ‎Section
10.09 as though it were a Lender; provided that such Participant complies with ‎Section 2.13 as though it
were a Lender. Any Lender that sells participations shall maintain a register on which it enters the name and the address of each
Participant and the principal and interest amounts of each Participant’s participation interest in the Commitments and/or
Loans (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant
Register shall be conclusive, absent demonstrable error, and the Borrowers and such Lender shall treat each person whose name
is recorded in the Participant Register as the owner of such participation interest as the owner thereof for all purposes notwithstanding
any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the non-fiduciary agent of
the Borrowers solely for purposes of applicable United States federal income tax law and undertakes no duty, responsibility or
obligation to the Borrowers (without limitation, in no event shall such Lender be a fiduciary of the Borrowers for any purpose).
No Lender shall have any obligation to disclose all or any portion of a Participant Register to any Person (including the identity
of any Participant or any information relating to a Participant’s interest in any commitments, loans, or its other obligations
under



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this
Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such commitment,
loan, or other obligation is in registered form under Section 5f.103(c) of the United States Treasury Regulations or, if different,
under Sections 871(h) or 881(c) of the Code.


 


(f)         
A Participant shall not be entitled to receive any greater payment under Sections ‎3.01, ‎3.03 or ‎3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Lead Borrower’s prior written consent or except
to the extent such entitlement to a greater payment results from a Change in Law after the Participant became a Participant.


 


(g)        
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(h)        
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a
special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent
and the Lead Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender
would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of
such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees
that (i) an SPC shall be entitled to the benefit of Sections ‎3.01, ‎3.03 and ‎3.04, subject
to the requirements and limitations of such Sections (including ‎Section 3.01(f) and ‎(g) and Sections ‎3.05
and ‎3.06), to the same extent as if such SPC were a Lender, but neither the grant to any SPC nor the exercise
by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers
under this Agreement (including its obligations under Sections ‎3.01, ‎3.03 or ‎3.04) except
to the extent any entitlement to greater amounts results from a Change in Law after the grant to the SPC occurred, (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such
liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the approval
of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The
making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan
were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to,
but without prior consent of the Lead Borrower and the Administrative Agent, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating
to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee Obligation or credit
or liquidity enhancement to such SPC.


 


(i)         
Notwithstanding anything to the contrary contained herein, (i) any Lender may in accordance with applicable Law create a security
interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (ii) any Lender that is a Fund may
create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that
unless and until such trustee actually becomes a Lender in compliance with the other provisions of this ‎Section 10.07,
(A) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (B) such trustee
shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired
ownership rights with respect to the pledged interest through foreclosure or otherwise.



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(j)         
Notwithstanding anything to the contrary contained herein, any L/C Issuer or any Swing Line Lender may, upon thirty (30) days’
notice to the Lead Borrower and the Lenders, resign as an L/C Issuer or a Swing Line Lender, respectively; provided that
on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line
Lender shall use commercially reasonable efforts to identify, in consultation with the Lead Borrower, a successor L/C Issuer or
Swing Line Lender willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event
of any such resignation of an L/C Issuer or a Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders
willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the
Borrowers to appoint any such successor shall affect the resignation of the relevant L/C Issuer or Swing Line Lender, as the case
may be. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to ‎Section 2.03(c)). If any Swing Line Lender resigns as Swing Line Lender, it shall retain all the
rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to ‎Section 2.04(c).


 


Section
10.08.      Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality
of the Information and to not use or disclose such information, except that Information may be disclosed (a) to its Affiliates
and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by
any Governmental Authority, to any pledgee referred to in ‎Section 10.07(g); (c) to the extent required by applicable
Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement
containing provisions substantially the same as those of this ‎Section 10.08 (or as may otherwise be reasonably acceptable
to the Lead Borrower), to any pledgee referred to in ‎Section 10.07(i), counterparty to a Swap Contract or Permitted
Receivables Financing, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any
of its rights or obligations under this Agreement and provided, that this ‎Section 10.08 shall not prohibit the Agents
or any Lender from sharing the list of Disqualified Lenders with any prospective Lender that is a Disqualified Lender on such
list; (f) with the written consent of the Lead Borrower; (g) to the extent such Information becomes publicly available other
than as a result of a breach of this ‎Section 10.08; (h) to any Governmental Authority or examiner regulating any Lender;
(i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); or
(j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and
the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry, including league table providers, and service providers to the Agents and the Lenders
in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit
Extensions. For the purposes of this ‎Section 10.08, “Information” means all information received from
any Loan Party or its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors
or agents, relating to Parent, any Company or any of their respective Subsidiaries or their business, other than any such information
that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach
of this ‎Section 10.08, including, without limitation, information delivered pursuant to ‎Section 6.01,
‎6.02 or ‎6.03 hereof.



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Section
10.09.      Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon
the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its
Affiliates is authorized at any time and from time to time, without prior notice to the Lead Borrower or any other Loan Party,
any such notice being waived by the Lead Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to
the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its
Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan
Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and
its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent
or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding
anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right
to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its
Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary
or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Lead Borrower and the Administrative
Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure
to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each
Lender and each L/C Issuer under this ‎Section 10.09 are in addition to other rights and remedies (including other
rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.


 


Section
10.10.      Counterparts; Electronic Execution.
This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by telecopier
or other electronic transmission of an executed counterpart of a signature page toof
(x) this Agreement and each,
(y) any other Loan Document and/or (z) any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page
shall be effective as delivery of an originala
manually executed counterpart of this Agreement and,
such other Loan Document. The Agents may also require that any such documents and
signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided
that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered
by telecopier or other electronic or such Ancillary
Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed
to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use
of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent
to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by
it; provided, further, without limiting the foregoing, (i) to
the extent the Administrative
Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely
on such Electronic Signature purportedly given by or on behalf of the Borrowers or any other Loan Party without further verification
thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request
of



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the
Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without
limiting the generality of the foregoing, the Borrowers and each Loan Party hereby (i) agree that, for all purposes, including
without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation
among the Administrative Agent, the Lenders, the Borrowers and the Loan Parties, Electronic Signatures transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic
images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and
enforceability as any paper original, (ii) agree that the Administrative Agent and each of the Lenders may, at its option, create
one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic
record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original
paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal
effect, validity and enforceability as a paper record), (iii) waive any argument, defense or right to contest the legal effect,
validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of
paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively,
including with respect to any
signature pages thereto and (iv) waive any claim against the Administrative Agent, any Lead Arranger, any Documentation Agent,
any L/C Issuer and any Lender, and any Affiliate of any of the foregoing Persons for any Liabilities arising solely from the Administrative
Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising
as a result of the failure of the Borrowers and/or any Loan Party to use any available security measures in connection with the
execution, delivery or transmission
of any Electronic Signature.


 


Section
10.11.      Integration. This Agreement, together with the other Loan Documents and the Fee Letter,
comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and
those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental
rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.
Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against
nor in favor of any party, but rather in accordance with the fair meaning thereof.


 


Section
10.12.      Survival of Representations and Warranties. All representations and warranties made hereunder
and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall
survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by
each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding
that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding. The provisions of Sections ‎10.14 and ‎10.15 shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


 


Section
10.13.      Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement
and the other Loan Documents shall not be affected or impaired thereby.



     -185-


     


    



The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


Section
10.14.      GOVERNING LAW, JURISDICTION, SERVICE OF PROCESS.


 


(a)        
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).


 


(b)        
EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (PROVIDED THAT IF NONE OF SUCH
COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH BORROWER, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 


NOTHING
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR
ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION (I) FOR PURPOSES
OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL
IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION OR (IV) TO
THE EXTENT THE COURTS REFERRED TO IN THE PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION OR PROCEEDING OR THE
PARTIES OR PROPERTY SUBJECT THERETO.


 


Section
10.15.      WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS



     -186-


     


    



‎SECTION
10.15 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.


 


Section
10.16.      Binding Effect. This Agreement shall become effective when it shall have been
executed by each Borrower and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer
that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrowers, each Agent and each Lender and their respective successors and assigns, except that the Borrowers shall
not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except
as permitted by ‎Section 7.04.


 


Section
10.17.      Judgment Currency. If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange
used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrowers
in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum
is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be
so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due
to the Administrative Agent from the Borrowers in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If
the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency,
the Administrative Agent agrees to return the amount of any excess to the Borrowers (or to any other Person who may be entitled
thereto under applicable Law).


 


Section
10.18.      Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings,
judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or
the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar
claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with
respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative
Agent. The provisions of this ‎Section 10.18 are for the sole benefit of the Lenders and shall not afford any right
to, or constitute a defense available to, any Loan Party.


 


Section
10.19.      USA PATRIOT Act. Each Lender hereby notifies the Borrowers that, pursuant to the requirements
of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrowers and the Guarantors,
which information includes the name and address of the Borrowers and the Guarantors and other information that will allow such
Lender to identify the Borrowers and the Guarantors in accordance with the USA PATRIOT Act.


 


Section
10.20.      Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEAAffected
Financial Institution arising under any Loan Document, to
the extent such liability is unsecured, may be subject to the write-down and conversion powers of an
EEAthe applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:



     -187-


     


    



(a)         the
application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto
that is an EEAAffected
Financial Institution; and


 


(b)        
the effects of any Bail-InBail-in
Action on any such liability, including, if applicable:


 


(i)       a reduction in full or in part or cancellation of any such liability;


 


(ii)      a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent entityundertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)     the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any
EEAthe applicable Resolution Authority.


 


Section
10.21.      Obligations Absolute. To the fullest extent permitted by applicable Law, all obligations
of the Loan Parties hereunder shall be absolute and unconditional irrespective of:


 


(a)        
any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;


 


(b)        
any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any
Loan Party;


 


(c)        
any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment
or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;


 


(d)        
any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure
from any guarantee, for all or any of the Obligations;


 


(e)        
any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document;
or


 


(f)         
any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.


 


Section
10.22.      No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document),
each of the Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging
and other services regarding this Agreement provided by the Administrative Agent and the Lead Arrangers are arm’s-length
commercial transactions between the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent and
the Lead Arrangers, on the other hand, (B) each of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each of the Borrowers is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent, each Lender and each Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing
by the relevant parties, has not been, is not, and will not be



     -188-


     


    



acting
as an advisor, agent or fiduciary for the Borrowers or any of their respective Affiliates, or any other Person and (B) neither
the Administrative Agent, nor any Lender or Lead Arranger has any obligation to the Borrowers or any of their respective Affiliates
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, each Lender, each Lead Arranger and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates,
and neither the Administrative Agent nor any Lead Arranger has any obligation to disclose any of such interests to the Borrowers
or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases
any claims that it may have against the Administrative Agent, each Lender and each Lead Arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section
10.23.      Joint and Several Liability. Each Borrower is jointly and severally liable under this Agreement
for all Obligations, regardless of the manner or amount in which proceeds of the Loans are used, allocated, shared or disbursed
by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other extensions
of credit in its book and records. Notwithstanding the foregoing, all Loans shall be funded to and received by the Borrowers,
and the Borrowers shall account for such Loans or other extensions of credit in its books and records consistent with such funding.


 


Section
10.24.      Acknowledgement Regarding Any Supported QFCs. To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contract or any other agreement
or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the
parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under
the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in
fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


 


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support. 




     -189-


     


    

[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




     -190-


     


    

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	PIZZA HUT HOLDINGS, LLC, as a Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 





[Signature
Page to Credit Agreement]



     


     


    

	 	KFC HOLDING CO., as a Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


[Signature
Page to Credit Agreement]



     


     


    

	 	TACO BELL OF AMERICA, LLC, as a
    Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


[Signature
Page to Credit Agreement]



     


     


    

	 	JPMORGAN CHASE BANK, N.A., as Administrative
    Agent, Collateral Agent, L/C Issuer and Swing Line Lender
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


[Signature
Page to Credit Agreement]



     


     


    

	 	[                              ],
    as Lender
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


[Signature
Page to Credit Agreement]






     


     


    






ANNEX
III


 


FORM
OF COMPLIANCE CERTIFICATE


 


[Attached]






     


     


    

EXHIBIT
D


 


FORM
OF

COMPLIANCE CERTIFICATE


 


Financial
Statement Date: ______


 


To
           JPMorgan Chase Bank, N.A., as Administrative Agent


 


Ladies
and Gentlemen:


 


Reference
is made to the Credit Agreement dated as of June 16, 2016 among KFC Holding Co. (the “Lead Borrower”), Pizza
Hut Holdings, LLC and Taco Bell of America, LLC, as co-borrowers (each, a “Borrower” and together with the
Lead Borrower, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.,
as Collateral Agent and Administrative Agent for the Lenders, a Swing Line Lender and an L/C Issuer (capitalized terms used herein
have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). In addition, “Computation
Period” shall mean the most recently ended Test Period covered by the financial statements accompanying this Compliance
Certificate and the “Computation Date” shall mean the last date of the Computation Period. Pursuant to Section
6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the Lead Borrower, certifies
as follows:


 


[Use
following paragraph 1 for fiscal year-end financial statements]1


 


1.       [Attached
hereto as Schedule I is all financial information that would be required to be contained in an annual report on Form 10-K
for the Companies (if the Companies as a group were required to file such reports), or any successor or comparable form, filed
with the SEC, accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized
standing, which report and opinion has been prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception (other than with respect to, or resulting from,
the regularly scheduled maturity of the Revolving Credit Commitments) or any qualification or exception as to the scope of such
audit.]


 


1.       [Parent’s
[(or that of any direct or indirect parent of the Companies, as applicable)] Form 10-K has been filed with the SEC for the period
ended on the Computation Date. Attached hereto as Schedule I is the following financial and operational information for
the Group on a combined standalone basis: restaurant unit count (broken out by brand and by franchise vs. Company-owned); revenue;
operating profit; Consolidated EBITDA (with a reconciliation to operating profit or net income); Capital Expenditures; refranchising
proceeds; total debt; and cash and Cash Equivalents.]


 





 





1
At election of company whether to use first, second or third bracketed paragraph; third paragraph to be used only following
an election by the Companies pursuant to the definition of “GAAP”.




    D-1


     


    



1.       [Attached
hereto as Schedule I are the applicable financial statements determined in accordance with IFRS for the period ended on
the Computation Date, together with a report and opinion of an independent registered public accounting firm of nationally recognized
standing, which report and opinion was prepared in accordance with generally accepted auditing standards.]


 


[Use
following paragraph 1 for fiscal quarter-end financial statements] 2


 


1.       [Attached
hereto as Schedule I is all financial information that would be required to be contained in a quarterly report on Form
10-Q for the Companies (if the Companies as a group were required to file such reports), or any successor or comparable form,
filed with the SEC.]


 


1.       [Parent’s
[(or that of any direct or indirect parent of the Companies, as applicable)] Form 10-Q has been filed with the SEC for the period
ended on the Computation Date. Attached hereto as Schedule I is the following financial and operational information for
the Group on a combined standalone basis: restaurant unit count (broken out by brand and by franchise vs. Company-owned); revenue;
operating profit; Consolidated EBITDA (with a reconciliation to operating profit or net income); Capital Expenditures; refranchising
proceeds; total debt; and cash and Cash Equivalents.]


 


1.       
[Attached hereto as Schedule I are the applicable financial statements determined in accordance with IFRS for the period
ended on the Computation Date, together with a report and opinion of an independent registered public accounting firm of nationally
recognized standing, which report and opinion was prepared in accordance with generally accepted auditing standards.]


 


2.       Attached
hereto as Schedule II are: (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement
or confirmation that there has been no change in such information since the Closing Date or the date of the last Compliance Certificate
delivered prior hereto, (ii) certifications and descriptions of each event, condition or circumstance during the fiscal quarter
ending on the Computation Date requiring a mandatory prepayment under Section 2.05(b) of the Credit Agreement, (iii) a list of
Subsidiaries that are Immaterial Subsidiaries and [Domestic Subsidiaries that are] 3 Material Subsidiaries as of the
Computation Date or confirmation that there is no change in such information since the later of the Closing Date and the date
of the last such list and (iv) a report setting forth certain information with respect to Section 7.09 of the Credit Agreement
to the extent the Companies are required to comply with the covenant set forth in such Section for the Computation Period.


 





 





2
At election of company whether to use first, second or third bracketed paragraph 1; third paragraph to be used only following
an election by the Companies pursuant to the definition of “GAAP”.


3
To be included for fiscal quarter-end (and not year-end) financial statements.




    D-2


     


    



3.       To
my knowledge, during such fiscal period, except as otherwise disclosed to the Administrative Agent in writing pursuant to the
Credit Agreement, no Default or Event of Default has occurred and is continuing.4


 





 





4
If unable to provide the foregoing certification, fully describe the reasons therefor, the circumstances thereof, the covenants
or conditions which have not been performed/observed and any action taken or proposed to be taken with respect thereof on Annex
A attached hereto.





    D-3


     


    

Schedule
I to

Compliance Certificate


 


FINANCIAL
INFORMATION






    D-4


     


    

Schedule
II to

Compliance Certificate


 


REPORT
REGARDING INTELLECTUAL PROPERTY


 


PARAGRAPH
2(i) OF COMPLIANCE CERTIFICATE






    D-5


     


    

Schedule
II to

Compliance Certificate


 


CERTIFICATIONS
REGARDING MANDATORY PREPAYMENTS 


 


PARAGRAPH
2(ii) OF COMPLIANCE CERTIFICATE


 


1.       [Section
2.05(b)(i): The Excess Cash Flow5 for the Test Period ended on the Computation Date was $[__________]. The ECF Percentage
is [___]%.]6


 


2.       [Section
2.05(b)(ii): During the Test Period ended on the Computation Date, no Company nor any of its Restricted Subsidiaries has received
any Net Cash Proceeds from any Disposition or suffered any Casualty Event which would require a pre-payment pursuant to Section
2.05(b)(ii) of the Credit Agreement (after giving effect to any permitted reinvestment period).]7


 


3.       [Section
2.05(b)(iii): During such fiscal period, no Company nor any of its Restricted Subsidiaries has received any Net Cash Proceeds
from any issuance or incurrence by the Company or any of its Restricted Subsidiaries of Refinancing Term Loans, Indebtedness incurred
pursuant to Section 7.03(w) or Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to
Section 7.03) which would require a mandatory repayment pursuant to Section 2.05(b)(iii) of the Credit Agreement.]8


 





 





5
Attach hereto in reasonable detail the calculations required to arrive at Excess Cash Flow. 


6
Only include for Compliance Certificate delivered pursuant to Section 6.01(a) of the Credit Agreement to the extent that
an Excess Cash Flow mandatory payment is payable pursuant to Section 2.05(b)(i) of the Credit Agreement for such Test Period. 


7
If the Company or any of its Restricted Subsidiaries has received any Net Cash Proceeds from any Disposition, the certificate
should describe same and state the date of each receipt thereof and the amount of Net Cash Proceeds received on each such date,
together with sufficient information as to mandatory repayments and/or reinvestments thereof to determine compliance with Section
2.05(b)(ii) of the Credit Agreement, together with a statement that the Lead Borrower is in compliance with the requirements of
said Section 2.05(b)(ii). 


8
If the Company or any of its Restricted Subsidiaries has received any Net Cash Proceeds from any issuance or incurrence
by the Company or any of its Restricted Subsidiaries of Refinancing Term Loans, Indebtedness pursuant to Section 7.03(w) or Indebtedness
(other than Indebtedness permitted to be incurred or issued pursuant to Section 7.03), the certificate should describe same and
state the date of each receipt thereof and the amount of Net Cash Proceeds received on each such date, together with sufficient
information as to mandatory repayments thereof to determine compliance with Section 2.05(b)(iii) of the Credit Agreement, together
with a statement that the Lead Borrower is in compliance with the requirements of said Section 2.05(b)(iii).





    D-6


     


    

Schedule
II to

Compliance Certificate


 


SUBSIDIARIES


 


PARAGRAPH
2(iii) OF COMPLIANCE CERTIFICATE


 


[Select
one]


 


[What
follows is a list of Immaterial Subsidiaries or the Material Subsidiaries [that are Domestic Subsidiaries]9 (each identified
as such) of the Companies as of the date hereof


 


1.


 


2.]


 


-or


 


[There
has been no change to the list of the Immaterial Subsidiaries or the Material Subsidiaries [that are Domestic Subsidiaries]10
of the Companies since [the Closing Date] [the date of the last such list provided pursuant to the Compliance Certificate
dated ________________________]]11


 





 





9
To be included for fiscal quarter-end (and not year-end) financial statements. 


10
To be included for fiscal quarter-end (and not year-end) financial statements. 


11
Insert the later of the two dates.





    D-7


     


    

Schedule
II to

Compliance Certificate


 


REPORT
REGARDING FINANCIAL COVENANT 


 


PARAGRAPH
2(iv) OF COMPLIANCE CERTIFICATE12


 


	Financial
                           Covenant 
	 	Amount

	Total
    Leverage Ratio	 	 
	 	 	 
	a.
    Consolidated Total Debt13 on the Computation Date	 	$_____
	 	 	 
	b.
    Consolidated EBITDA14 of the Companies for the Test Period ended on the Computation Date	 	$_____
	 	 	 
	c.
    Ratio of line a to line b	 	____:1.00
	 	 	 
	d.
    Level required pursuant to Section 7.09	 	[5.00][5.50]15:1.00


 


[Remainder
of Page Intentionally Blank]


 





 





12
Note: calculations to the extent required under paragraph 2(iv) of Compliance Certificate. 


13
Attach hereto in reasonable detail the calculations required to arrive at Consolidated Total Debt. 


14
Attach hereto in reasonable detail the calculations required to arrive at Consolidated EBITDA of the Companies for purposes
of the Total Leverage Ratio test. 


15
The level required shall be 5.50:1.00 in the case of a Financial Covenant Step-Up as defined in Section 7.09. 




    D-8


     


    

IN
WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the Lead Borrower, has executed this certificate
for and on behalf of the Borrowers and has caused this certificate to be delivered this ___ day of _______, ____.


 


	 	KFC
    Holding Co., as the Lead Borrower
	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:






    D-9


     


    

SCHEDULE
1


 


Additional
Term B Commitment


 


On
file with the Administrative Agent






     


     


    

New
Term A Commitment


 


	New
    Term A Lender	 	New
    Term A Commitment
	JPMorgan
    Chase Bank, N.A.	 	$61,875,000
	Goldman
    Sachs Bank USA	 	$21,875,000
	Citibank,
    N.A.	 	$21,875,000
	Wells
    Fargo Bank, N.A.	 	$96,875,000
	Bank
    of America, N.A.	 	$96,875,000
	Fifth
    Third Bank, National Association	 	$71,875,000
	MUFG
    Bank, Ltd.	 	$46,875,000
	Barclays
    Bank PLC	 	$21,875,000
	ING
    Capital LLC	 	$46,875,000
	Capital
    One, National Association	 	$46,875,000
	Coöperatieve
    Rabobank U.A., New York Branch	 	$8,125,000
	The
    Bank of Nova Scotia	 	$28,125,000
	PNC
    Bank, National Association	 	$28,125,000
	U.S.
    Bank National Association	 	$28,125,000
	Industrial
    and Commercial Bank of China Limited, New York Branch	 	$18,750,000
	The
    Northern Trust Company	 	$18,750,000
	BNP
    Paribas	 	$18,750,000
	HSBC
    Bank USA, National Association	 	$23,750,000
	The
    Huntington National Bank	 	$23,750,000
	First
    Horizon Bank	 	$20,000,000
	Total	 	$750,000,000




     


     


    

New
Revolving Credit Commitment


 


	New
    Revolving Credit Lender	 	New
    Revolving Credit Commitment
	JPMorgan
    Chase Bank, N.A.	 	$103,125,000
	Goldman
    Sachs Bank USA	 	$103,125,000
	Citibank,
    N.A.	 	$103,125,000
	Wells
    Fargo Bank, N.A.	 	$103,125,000
	Bank
    of America, N.A.	 	$103,125,000
	Fifth
    Third Bank, National Association	 	$78,125,000
	MUFG
    Bank, Ltd.	 	$78,125,000
	Barclays
    Bank PLC	 	$78,125,000
	ING
    Capital LLC	 	$78,125,000
	Capital
    One, National Association	 	$78,125,000
	Coöperatieve
    Rabobank U.A., New York Branch	 	$46,875,000
	The
    Bank of Nova Scotia	 	$46,875,000
	PNC
    Bank, National Association	 	$46,875,000
	U.S.
    Bank National Association	 	$46,875,000
	Industrial
    and Commercial Bank of China Limited, New York Branch	 	$31,250,000
	The
    Northern Trust Company	 	$31,250,000
	BNP
    Paribas	 	$31,250,000
	HSBC
    Bank USA, National Association	 	$31,250,000
	The
    Huntington National Bank	 	$31,250,000
	Total	 	$1,250,000,000