Exhibit 10.1


 


EXECUTION VERSION


 





 



 





 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


 


September 14, 2021


 


among


 


PAPA JOHN’S INTERNATIONAL, INC.,


 


The Foreign Subsidiary Borrowers Party Hereto,


 


The other Loan Parties Party Hereto,


 


The Lenders Party Hereto,


 


BANK
OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION,

as Co-Syndication Agents,


 


TRUIST
BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,


 





 



 


JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC., PNC CAPITAL MARKETS, LLC and U.S. BANK NATIONAL ASSOCIATION,

as Joint Bookrunners and Joint Lead Arrangers


 












     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	ARTICLE I Definitions	2
	SECTION 1.01. Defined Terms	2
	SECTION 1.02. Classification of Loans and Borrowings	49
	SECTION 1.03. Terms Generally	49
	SECTION 1.04. Accounting Terms; GAAP	50
	SECTION 1.05. Pro Forma Adjustments for Acquisitions and Dispositions; Limited Condition Transactions	50
	SECTION 1.06. Status of Obligations	52
	SECTION 1.07. Interest Rates; LIBOR Notification	52
	SECTION 1.08. Letter of Credit Amounts	53
	SECTION 1.09. Divisions	53
	SECTION 1.10. Exchange Rates; Currency Equivalents	54
	SECTION 1.11. Amendment and Restatement of Existing Credit Agreement	54
	 	 
	ARTICLE II The Credits	55
	SECTION 2.01. Revolving Commitments	55
	SECTION 2.02. Loans and Borrowings	56
	SECTION 2.03. Requests for Borrowings	57
	SECTION 2.04. [Reserved]	58
	SECTION 2.05. Swingline Loans	58
	SECTION 2.06. Letters of Credit	60
	SECTION 2.07. Funding of Borrowings	65
	SECTION 2.08. Interest Elections	66
	SECTION 2.09. Termination and Reduction of Revolving Commitments; Increase in Revolving Commitments; Incremental Term Loans	68
	SECTION 2.10. Repayment of Loans; Evidence of Debt	71
	SECTION 2.11. Prepayment of Loans	72
	SECTION 2.12. Fees	73
	SECTION 2.13. Interest	74
	SECTION 2.14. Alternate Rate of Interest; Illegality	75
	SECTION 2.15. Increased Costs	79
	SECTION 2.16. Break Funding Payments	80
	SECTION 2.17. Taxes	81
	SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs	86
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders	89
	SECTION 2.20. Defaulting Lenders	90
	SECTION 2.21. Returned Payments	92
	SECTION 2.22. Banking Services and Swap Agreements	92
	SECTION 2.23. Extension of Revolving Credit Maturity Date	93
	SECTION 2.24. Designation of Foreign Subsidiary Borrowers	95
	 	 
	ARTICLE III Representations and Warranties	95
	SECTION 3.01. Organization and Qualification	95
	SECTION 3.02. [Reserved]	95
	SECTION 3.03. Subsidiaries	95
	SECTION 3.04. Power and Authority	96
	SECTION 3.05. Validity and Binding Effect	96




 






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	SECTION 3.06. No Conflict	96
	SECTION 3.07. Litigation	96
	SECTION 3.08. Title to Properties	96
	SECTION 3.09. Financial Statements	96
	SECTION 3.10. Use of Proceeds; Margin Stock	97
	SECTION 3.11. Full Disclosure	98
	SECTION 3.12. Taxes	98
	SECTION 3.13. Consents and Approvals	98
	SECTION 3.14. No Event of Default; Compliance with Instruments	98
	SECTION 3.15. Patents, Trademarks, Copyrights, Licenses, Etc.	99
	SECTION 3.16. Insurance	99
	SECTION 3.17. Compliance with Laws	99
	SECTION 3.18. Investment Company Act; Regulated Entities; Commodity Exchange Act	99
	SECTION 3.19. Plans and Benefit Arrangements	99
	SECTION 3.20. Employment Matters	100
	SECTION 3.21. Environmental Matters and Safety Matters	100
	SECTION 3.22. Senior Debt Status	102
	SECTION 3.23. Anti-Corruption Laws and Sanctions	102
	SECTION 3.24. Solvency	102
	SECTION 3.25. Affected Financial Institutions	102
	SECTION 3.26. Security Interest in Collateral	102
	 	 
	ARTICLE IV Conditions	103
	SECTION 4.01. Effective Date	103
	SECTION 4.02. Each Credit Event	105
	SECTION 4.03. Designation of a Foreign Subsidiary Borrower	106
	 	 
	ARTICLE V Affirmative Covenants	106
	SECTION 5.01. Preservation of Existence, Etc.	106
	SECTION 5.02. Payment of Liabilities, Including Taxes, Etc.	107
	SECTION 5.03. Maintenance of Insurance	107
	SECTION 5.04. Maintenance of Properties and Leases	107
	SECTION 5.05. Maintenance of Patents, Trademarks, Etc.	107
	SECTION 5.06. Visitation Rights	107
	SECTION 5.07. Keeping of Records and Books of Account	108
	SECTION 5.08. Plans and Benefit Arrangements	108
	SECTION 5.09. Compliance with Laws	108
	SECTION 5.10. Use of Proceeds	108
	SECTION 5.11. Reporting Requirements	109
	SECTION 5.12. Further Assurances	112
	 	 
	ARTICLE VI Negative Covenants	113
	SECTION 6.01. Indebtedness	113
	SECTION 6.02. Liens	115
	SECTION 6.03. [Reserved]	115
	SECTION 6.04. Loans, Investments, Guarantees and Acquisitions	115
	SECTION 6.05. Dividends and Related Distributions	116
	SECTION 6.06. Liquidations, Mergers and Consolidations	117
	SECTION 6.07. Dispositions of Assets or Subsidiaries	117
	SECTION 6.08. Affiliate Transactions	118
	SECTION 6.09. [Reserved]	119




 






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	SECTION 6.10. Continuation of or Change in Business	119
	SECTION 6.11. Plans and Benefit Arrangements	119
	SECTION 6.12. Fiscal Year	120
	SECTION 6.13. Changes in Organizational Documents	120
	SECTION 6.14. Maximum Leverage Ratio	120
	SECTION 6.15. Minimum Interest Coverage Ratio	120
	SECTION 6.16. Negative Pledges; Restrictive Agreements	121
	 	 
	ARTICLE VII Events of Default	121
	 	 
	ARTICLE VIII The Administrative Agent	125
	SECTION 8.01. Authorization and Action	125
	SECTION 8.02. Administrative Agent’s Reliance, Limitation of Liability, Etc.	127
	SECTION 8.03. Posting of Communications	128
	SECTION 8.04. The Administrative Agent Individually	129
	SECTION 8.05. Successor Administrative Agent	130
	SECTION 8.06. Acknowledgements of Lenders and Issuing Banks	131
	SECTION 8.07. Collateral Matters	132
	SECTION 8.08. Credit Bidding	133
	SECTION 8.09. Certain ERISA Matters	133
	SECTION 8.10. Rights under English Law	134
	 	 
	ARTICLE IX Miscellaneous	135
	SECTION 9.01. Notices	135
	SECTION 9.02. Waivers; Amendments	137
	SECTION 9.03. Expenses; Indemnity; Damage Waiver	140
	SECTION 9.04. Successors and Assigns	142
	SECTION 9.05. Survival	145
	SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	146
	SECTION 9.07. Severability	147
	SECTION 9.08. Right of Setoff	147
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	147
	SECTION 9.10. WAIVER OF JURY TRIAL	149
	SECTION 9.11. Headings	149
	SECTION 9.12. Confidentiality	149
	SECTION 9.13. Several Obligations; Nonreliance; Violation of Law	150
	SECTION 9.14. USA PATRIOT Act, Etc.	150
	SECTION 9.15. Disclosure	150
	SECTION 9.16. Releases of Loan Guarantors and Collateral	151
	SECTION 9.17. Interest Rate Limitation	151
	SECTION 9.18. No Advisory or Fiduciary Responsibility	152
	SECTION 9.19. Marketing Consent	152
	SECTION 9.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions	153
	SECTION 9.21. Judgment Currency	153
	SECTION 9.22. Appointment for Perfection	153
	SECTION 9.23. Acknowledgement Regarding Any Supported QFCs	154
	 	 
	ARTICLE X Loan Guaranty	154
	SECTION 10.01. Guaranty	154
	SECTION 10.02. Guaranty of Payment	154
	SECTION 10.03. No Discharge or Diminishment of Loan Guaranty	155



 






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	SECTION 10.04. Defenses Waived	155
	SECTION 10.05. Rights of Subrogation	156
	SECTION 10.06. Reinstatement; Stay of Acceleration	156
	SECTION 10.07. Information	156
	SECTION 10.08. Termination	156
	SECTION 10.09. Payments Generally	156
	SECTION 10.10. Maximum Liability	156
	SECTION 10.11. Contribution	157
	SECTION 10.12. Liability Cumulative	157
	SECTION 10.13. Keepwell	158




 












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SCHEDULES:


 


Commitment Schedule


Schedule 1.01(A) –
Excluded VIE’s


Schedule 1.01(B) –
Existing Liens


Schedule 2.06 – Existing Letters of Credit


Schedule 3.03 – Subsidiaries


Schedule 3.19 – Employee Benefit Disclosures

Schedule 3.21 – Environmental Matters

Schedule 6.01 – Existing Indebtedness

Schedule 6.04 – Existing Investments


 


EXHIBITS:


 


Exhibit A –
Assignment and Assumption


Exhibit B –
Form of Revolving Credit Maturity Date Extension Request


Exhibit C-1 –
Borrowing Request


Exhibit C-2 –
Interest Election Request


Exhibit D-1 –
U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-2 –
U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-3 –
U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit D-4 –
U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit E –
Compliance Certificate


Exhibit F –
Joinder Agreement


Exhibit G –
Excluded VIE Approval Form


Exhibit H-1 – Form of Borrowing
Subsidiary Agreement


Exhibit H-2 –
Form of Borrowing Subsidiary Termination


 












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AMENDED AND RESTATED CREDIT
AGREEMENT dated as of September 14, 2021 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”),
among PAPA JOHN’S INTERNATIONAL, INC., as the Company, the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the
other Loan Parties party hereto, the Lenders party hereto, BANK OF AMERICA, N.A., PNC BANK, NATIONAL
ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, TRUIST BANK
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


WHEREAS,
the Company, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder,
are currently party to the Credit Agreement, dated as of August 30, 2017 (as amended, supplemented or otherwise modified prior to
the Effective Date, the “Existing Credit Agreement”);


 


WHEREAS,
the Company, the Foreign Subsidiary Borrowers party hereto, the other Loan Parties party hereto, the Lenders
party hereto and the Administrative Agent have agreed (a) to enter into this Agreement in order to (i) amend and restate the
Existing Credit Agreement in its entirety, (ii) extend the maturity date in respect of the existing revolving credit facility under
the Existing Credit Agreement, (iii) re-evidence the “Obligations” under, and as defined in, the Existing Credit Agreement,
which shall be repayable in accordance with the terms of this Agreement, and (iv) set forth the terms and conditions under which
the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrowers and (b) that
the Departing Lender shall cease to be a party to the Existing Credit Agreement as more specifically set forth in Section 1.11 of
this Agreement;


 


WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties
under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that
this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the
Company and the Subsidiaries outstanding thereunder, which shall be payable in accordance with the terms hereof; and


 


WHEREAS,
it is also the intent of the Borrowers and the other Loan Parties party hereto to confirm that all obligations under the applicable “Loan
Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or
restated by the Loan Documents (as referred to and defined herein) and that, from and after the Effective Date, all references to the
 “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing Credit
Agreement is hereby amended and restated as follows:


 






    


     


    

 


ARTICLE I


 


Definitions


 


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


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest
at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.


 


“Acquisition”
has the meaning assigned to such term in the definition of “Permitted Acquisition”.


 


“Acquisition Holiday”
has the meaning assigned to such term in Section 6.14.


 


“Adjusted EURIBOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in euros for any Interest Period, an interest rate per
annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted LIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period or for any ABR Borrowing, an interest
rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted TIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Japanese Yen for any Interest Period, an interest rate per annum equal
to (a) the TIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.


 


“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 a specified Person, any other Person which directly or indirectly controls, is controlled by, or is under common
control with such Person. “Control”, as used in this definition, 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 ownership of voting securities,
by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case
may be.


 


“Aggregate Revolving
Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline Exposure
of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such
time).


 


“Agreed Currencies”
means (a) Dollars and (b) each Foreign Currency.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in
effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one-month Interest Period in dollars on such day (or
if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the purpose of this definition,
the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or, if the LIBO Screen Rate is not available for such one month
Interest Period, the LIBO Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base
Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date
of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as
an alternate rate of interest pursuant to ‎Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has
been determined pursuant to ‎Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above
and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined
pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 






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“Ancillary Document”
has the meaning assigned to it in Section 9.06(b).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or any of its Affiliates from time
to time concerning or relating to bribery or corruption.


 


“Applicable EBITDA”
means, at any time, Consolidated EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date
for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.11(a) or (b) (or,
if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.11(a) or (b), the
most recent financial statements referred to in Section 3.09(a)).


 


“Applicable Parties”
has the meaning assigned to it in ‎Section 8.03(c).


 


“Applicable Percentage”
means, at any time, with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Revolving
Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such time; provided that, if the
Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share
of the Aggregate Revolving Exposure at such time; provided further that, in accordance with Section 2.20, so long as any Lender
shall be a Defaulting Lender, such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculations above.


 


“Applicable Rate”
means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “ABR Spread”, “Term Benchmark Spread”, “RFR Spread”,
 “CBR Spread”, “Canadian Prime Spread” or “Commitment Fee Rate”, as the case may be, based upon the
Company’s Leverage Ratio as of the most recent determination date, provided that, on and as of the Effective Date, until
the delivery to the Administrative Agent of the Financial Statements pursuant to Section 5.11 for the fiscal quarter of the Company
ending on or about September 26, 2021, the “Applicable Rate” shall be the applicable rates per annum set forth below
in Category 2:


 


	Leverage Ratio	 	ABR Spread and

Canadian Prime

Spread	 	Term Benchmark

Spread,
 RFR Spread and

CBR Spread	 	Commitment

Fee Rate
	Category 1 
< 2.00 to 1.00	 	0.25%	 	1.25%	 	0.175%
	Category 2 
≥ 2.00 to 1.00 but
 < 2.50 to 1.00	 	0.375%	 	1.375%	 	0.20%
	Category 3 
≥ 2.50 to 1.00 but
 < 3.00 to 1.00	 	0.50%	 	1.50%	 	0.225%
	Category 4 
≥ 3.00 to 1.00 but
 < 3.50 to 1.00	 	0.75%	 	1.75%	 	0.25%
	Category 5 
≥ 3.50 to 1.00	 	1.00%	 	2.00%	 	0.30%



 






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For purposes of the foregoing, (a) the Applicable
Rate shall be determined as of the end of each fiscal quarter of the Company, based upon the Financial Statements delivered pursuant to
Section 5.11 for such fiscal quarter and (b) each change in the Applicable Rate resulting from a change in the Leverage Ratio
shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated
financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided
that at the option of the Administrative Agent or at the request of the Required Lenders, if the Company fails to deliver the annual or
quarterly consolidated Financial Statements required to be delivered by it pursuant to Section 5.11, the Leverage Ratio shall be
deemed to be in Category 5 during the period from the expiration of the time for delivery thereof until such consolidated financial statements
are delivered.


 


If at any time the Administrative
Agent determines that the Financial Statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement,
fraud or otherwise), or any ratio or compliance information in a Compliance Certificate or other certification was incorrectly calculated,
relied on incorrect information or was otherwise not accurate, true or correct, the Company shall be required to retroactively pay any
additional amount that the Company would have been required to pay if such Financial Statements, Compliance Certificate or other information
had been accurate and/or computed correctly at the time they were delivered.


 


“Approved Electronic
Platform” has the meaning assigned to it in ‎Section 8.03(a).


 


“Approved Fund”
has the meaning assigned to the term in Section 9.04(b).


 


“Arranger”
means JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets, LLC and U.S. Bank National Association, each in its
capacity as a joint lead arranger and joint bookrunner hereunder.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic
records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit Maturity Date and the date
of termination of the Revolving Commitments.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor
for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof),
as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining
any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause ‎(f) of
 ‎Section 2.14.


 






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


 


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


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party or any Subsidiary by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards),
(b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate
depository network services).


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties or its Subsidiaries, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services.


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as
hereafter amended.


 


“Bankruptcy Event”
means, with respect to any Person, when such Person becomes 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 or has had any order
for relief in such proceeding entered in respect thereof; 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, unless
such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement
of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject,
repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark”
means, initially, with respect to any Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency; provided
that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable,
and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for
such Agreed Currency, 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 2.14.


 






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“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 a Foreign Currency or in the case
of an Other Benchmark Rate Election, “Benchmark Replacement” shall mean the alternative set forth in (3) below:


 


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


 


(2)            in
the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR 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 Company as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit
facilities denominated in the applicable Agreed Currency at such time in the United States; and (b) the related Benchmark Replacement
Adjustment;


 


provided
that, in the case of clause (1) above, 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, in the case of clause (3) above, when such clause is used to determine the Benchmark Replacement in connection with the
occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Company shall
be the term benchmark rate that is used in lieu of a LIBOR-based rate in the relevant other Dollar-denominated syndicated credit facilities;
provided further that, 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) of this definition (subject to the first proviso immediately 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;


 






    6


     


    

 


(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 Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a
spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated
in the applicable Agreed 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 “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative
or operational matters) that the Administrative Agent decides (in consultation with the Company) may be appropriate to reflect the adoption
and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides (in consultation with the Company) 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 (in consultation with
the Company) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


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


 


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


 






    7


     


    

 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date;


 


(3)            in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders
and the Company pursuant to ‎Section 2.14(c); or


 


(4)            in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election or Other Benchmark Rate Election, as applicable, 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 or
Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election or
Other Benchmark Rate Election, as applicable, 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 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) above with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


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


 


(1) a public statement or publication
of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing
that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide 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 Board, the NYFRB, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide 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


 






    8


     


    

 


(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, or as of a specified future
date will no longer be, representative.


 


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


 


“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 2.14
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any Loan Document in accordance with ‎Section 2.14.


 


“Beneficial Owner”
means, with respect to any U.S. federal withholding Tax, the beneficial owner, for U.S. federal income tax purposes, to whom such Tax
relates.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which
certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity
Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial
Markets Association.


 


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


 


“Benefit Arrangement”
means at any time an “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is not a Plan or
a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.


 


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


 


“BHC Act Affiliate”
of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Blocking Regulation”
has the meaning assigned to it in Section 3.23.


 


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


 


“Borrower DTTP Filing”
means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the relevant Borrower within the applicable
time limit, which contains the scheme reference number and jurisdiction of tax residence provided by the Lender to the relevant Borrower
and the Administrative Agent.


 






    9


     


    

 


“Borrowers”
means the Company and any Foreign Subsidiary Borrower party hereto.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans,
as to which a single Interest Period is in effect or (b) a Swingline Loan.


 


“Borrowing Request”
means a request by the applicable Borrower for a Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit C-1
or any other form approved by the Administrative Agent.


 


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


 


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


 


“Business Day”
means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, (a) in
relation to Loans denominated in Pounds Sterling and in relation to the calculation or computation of LIBOR, any such day (other than
a Saturday or a Sunday) on which banks are open for business in London, (b) in relation to Loans denominated in Japanese Yen and
in relation to the calculation or computation of TIBOR, any such day (other than a Saturday or a Sunday) on which banks are open for business
in Tokyo, Japan, (c) in relation to Loans denominated in euros and in relation to the calculation or computation of EURIBOR, any
such day which is a TARGET Day, (d) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements
or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only
an RFR Business Day and (e) in relation to Loans denominated in any other Agreed Currency or any interest rate settings, fundings,
disbursements, settlements or payments of any CBR Loan or CBR Borrowing, any such day on which dealings in the applicable Agreed Currency
are carried on in the principal financial center of such Agreed Currency.


 


“Canadian Dollars”
means the lawful currency of Canada.


 


“Canadian Prime”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Canadian Prime Rate.


 


“Canadian
Prime Rate” means, on any day, a rate per annum determined by the Administrative Agent to be the higher of (a) the rate
equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto, Ontario time on such day (or, in the
event that the PRIMCAN Index is not published by Bloomberg, any other information service that publishes such index from time to time,
as selected by the Administrative Agent in its reasonable discretion), and (b) the CDOR Rate for a one month Interest Period
at approximately 10:15 a.m., Toronto, Ontario time on such day (and, if such day is not a Business Day, then on the immediately preceding
Business Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto, Ontario time to reflect any error in the posted rate
of interest or in the posted average annual rate of interest)), rounded to the nearest 1/100th of 1% (with .005% being rounded
up), plus 1% per annum; provided, that if any the above rates shall be less than 1% per annum, such rate shall be deemed to be
1% per annum for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Rate
shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively. If the Canadian
Prime Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until
the applicable Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Canadian Prime Rate shall
be determined solely by reference to clause (a) above and shall be determined without reference to clause (b) above.


 






    10


     


    

 


“Cash Management
Agreement” has the meaning assigned to such term in Section 2.05(e).


 


“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


 


“CDOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars and for any Interest Period, the CDOR
Screen Rate at approximately 10:15 a.m., Toronto, Ontario time, on the first day of such Interest Period (and, if such day
is not a Business Day, then on the immediately preceding Business Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto,
Ontario time to reflect any error in the posted rate of interest or in the posted average annual rate of interest)), rounded to the nearest
1/100th of 1% (with .005% being rounded up).


 


“CDOR
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars
and for any Interest Period, the annual rate of interest equal to the average rate applicable to Canadian Dollar Canadian bankers’
acceptances for the applicable Interest Period that appears on such day and time on the “Reuters Screen CDOR Page” as defined
in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such
rate does not appear on such page or screen, on any successor or substitute page or 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 Administrative
Agent in its reasonable discretion); provided that, if the CDOR Screen Rate shall be less than zero, the CDOR Screen Rate shall
be deemed to be zero for purposes of this Agreement.


 


“Central Bank Rate”
means, a rate per annum equal to the sum of: (A) the greater of (i) for any Loan denominated in (a) Pounds Sterling, the
Bank of England’s (or any successor thereto’s) “Bank Rate” as published by the Bank of England (or any successor
thereto) from time to time, (b) euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable
discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if
that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto),
each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending
facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto)
from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published
by the European Central Bank (or any successor thereto) from time to time, (c) Japanese Yen, the “short-term prime rate”
as publicly announced by the Bank of Japan (or any successor thereto) from time to time, and (d) any other Foreign Currency determined
after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion (any reference rate
described in this clause (A)(i) for any Foreign Currency being referred to as the “CBR Reference Rate”) and (ii) 0.00%;
plus (B) the applicable Central Bank Rate Adjustment. Any change in the Central Bank Rate due to a change in the CBR Reference Rate
or the Central Bank Rate Adjustment shall be effective from and including the effective date of such change in the CBR Reference Rate
or the Central Bank Rate Adjustment, respectively.


 


“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in (a) euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which
the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such
period of five Business Days) minus (ii) the Central Bank Rate in respect of euro in effect on the last Business Day in such period,
(b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of
SONIA for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the
highest and the lowest SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect
of Pounds Sterling in effect on the last RFR Business Day in such period, (c) Japanese Yen, a rate equal to the difference (which
may be a positive or negative value or zero) of (i) the average of the TIBOR Rate for the five most recent Business Days preceding
such day for which the TIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest TIBOR Rate applicable
during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Japanese Yen in effect on the last Business
Day in such period and (d) any other Foreign Currency, a Central Bank Rate Adjustment as determined by the Administrative Agent in
its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause
(B) of the definition of such term and (y) each of the EURIBOR Rate and the TIBOR Rate on any day shall be based on the EURIBOR
Screen Rate or the TIBOR Screen Rate, as applicable, on such day at approximately the time referred to in the definition of such term
for deposits in the applicable Agreed Currency for a maturity of one month (or, in the event the EURIBOR Screen Rate or the TIBOR Screen
Rate, as applicable, for deposits in the applicable Agreed Currency is not available for such maturity of one month, shall be based on
the EURIBOR Interpolated Rate or the TIBOR Interpolated Rate, as applicable, as of such time); provided that if such rate shall be less
than 0.00%, such rate shall be deemed to be 0.00%.


 






    11


     


    

 


“CFC” means
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 (or, with respect to any Lender, such later date on which such Lender becomes a
party to this Agreement) of any of the following: (a) the adoption of 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) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, rules, guideline, requirement
or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof,
and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the U.S. 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, issued or implemented.


 


“Charges”
has the meaning assigned to such term in Section 9.17.


 


“Chase”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


“Cherokee County
Transactions” means, the transactions between PJ Food Service, Inc. (“PJFS”) and the Cherokee County
(Georgia) Development Authority (the “CCDA”), including (a) the transfer of title of equipment by PJFS to CCDA
located in Cherokee County, Georgia for a purchase price of up to $16,500,000, (b) the loan made by PJFS to CCDA in an aggregate
outstanding principal amount not to exceed $16,500,000, and (c) the leasing of such equipment transferred by PJFS from CCDA, all
as contemplated by the PILOT Agreement made by and between PJFS and CCDA, entered into on December 21, 2017, and the other agreements,
documents, and instruments executed in connection therewith and delivered to the Administrative Agent.


 






    12


     


    

 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans. Additional Classes of Loans, Borrowings, Commitments and Lenders may be established pursuant to Section 2.23.


 


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


 


“Collateral”
means any and all Equity Interests and other related property, now existing or hereafter acquired, that may at any time be or become subject
to a security interest or Lien pursuant to the Collateral Documents in favor of Administrative Agent, on behalf of itself and the Secured
Parties, to secure the Obligations.


 


“Collateral Documents”
means, collectively, the Pledge Agreement and all other agreements, instruments and documents executed in connection with this Agreement
or the Pledge Agreement that are intended to create, perfect or evidence Liens in favor of the Administrative Agent, on behalf of itself
and the Secured Parties, to secure the Obligations, including, without limitation, all other security agreements, pledge agreements, guarantees,
subordination agreements, pledges, powers of attorney, consents, assignments, notices, financing statements and all other written matter
whether heretofore, now, or hereafter executed by the Company or any of its Subsidiaries and delivered to the Administrative Agent in
connection with such Liens.


 


“Commitment Schedule”
means the Schedule attached hereto identified as such.


 


“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.


 


“Communications”
has the meaning assigned to such term in Section 8.03(c).


 


“Company”
means Papa John’s International, Inc., a Delaware corporation.


 


“Compliance Certificate”
has the meaning assigned to such term in Section 5.11(c).


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Consenting Lender”
has the meaning assigned to such term in Section 2.23(a).


 


“Consolidated EBITDA”
means, for any period of determination, Consolidated Net Income for such period,


 


plus        (a)            without
duplication and to the extent deducted in determining Consolidated Net Income, the sum for such period of


 


(i)             depreciation,


 


(ii)            amortization,


 


(iii)           Consolidated
Interest Expense,


 


(iv)           income
tax expense,


 






    13


     


    

 


(v)            non-cash
charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period, including any non-cash compensation
expense, impairment charges, the impact of purchase accounting, unrealized foreign currency translation losses, and non-cash restructuring
charges and reserves (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); provided that, if any such non-cash charges, write-downs or items represent an accrual or reserve
for potential cash items in any future period, (A) the Company may determine not to add back such non-cash charges, write-downs or
items in the current period and (B) to the extent the Company does decide to add back such non-cash charges, write-downs or items,
the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent,


 


(vi)           non-recurring
or unusual or extraordinary losses, expenses or charges (including restructuring and severance costs and litigation and settlement costs)
in an aggregate amount during any period, when taken together with all amounts added back to Consolidated EBITDA pursuant to clause (a)(vii) below
for such period, not to exceed 20% of Consolidated EBITDA for such period (as determined prior to the application of this clause (a)(vi) and
such clause (a)(vii) below),


 


(vii)          (A) the
amount of any charges or reserves attributable to the undertaking and/or implementation of any cost-saving or restructuring initiatives
or operating expense reductions, transition, business optimization and other restructuring and integration charges or reserves (including
in connection with any Permitted Acquisition or similar Investment), and (B) the amount of cost savings and synergies (and costs
attributable to such cost savings and synergies), consolidation and other restructuring charges, costs and reserves, and project startup
costs (in each case for this clause (B), projected by the Company in good faith to be realized in connection with any Permitted Acquisition
or similar Investment or the implementation of an operational initiative, operational change, restructuring, cost savings initiative or
initiative similar to any of the foregoing after the Effective Date), in each case for the foregoing clauses (A) and (B), calculated
on a pro forma basis as though such charges, reserves, cost savings, operating expense reductions, other operating improvements and synergies
and items had been realized on the first day of such period and as if such charges, reserves, cost savings, operating expense reductions,
other operating improvements and synergies and items were realized during the entirety of such period, and calculated net of the amount
of actual benefits realized during such period from such actions; provided that (x) in the case of clause (B), such cost savings,
operating expense reductions, other operating improvements and synergies are (i) reasonably supportable and quantifiable in the good
faith judgment of the Company, and (ii) reasonably anticipated to be realized within 24 months after the consummation of the applicable
Permitted Acquisition or similar Investment, operating improvement, restructuring, cost saving initiative or certain other similar initiatives,
as the case may be, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (x) no
charges, reserves, cost savings, operating expense reductions and synergies and other items shall be added pursuant to this clause (vii) to
the extent duplicative of any expenses, charges or other items otherwise added to Consolidated EBITDA, whether through a pro forma adjustment
or otherwise, for such period, (y) to the extent that any charges, reserves, cost savings, operating expense reductions, other operating
improvements and synergies and items are not associated with a Permitted Acquisition or similar Investment following the Effective Date,
all steps shall have been taken for realizing such savings and (z) projected amounts (and not yet realized) may no longer be added
in calculating Consolidated EBITDA pursuant to this clause (a)(vii) to the extent occurring more than 24 months after the applicable
Permitted Acquisition or similar Investment; provided further that the aggregate of all amounts added-back to Consolidated EBITDA
pursuant to this clause (a)(vii) during any period, when taken together with all amounts added back to Consolidated EBITDA pursuant
to clause (a)(vi) above for such period, shall not exceed an amount equal to 20% of Consolidated EBITDA for such period (as determined
prior to the application of this clause (a)(vii) and such clause (a)(vi) above),


 






    14


     


    

 


(viii)         fees,
charges and other expenses made or incurred during such period in connection with Permitted Acquisitions and other Investments, dispositions,
and issuances of Indebtedness and Equity Interests, in each case, that were consummated, occurred, incurred or assumed during such period;
provided that the aggregate amount added back to Consolidated EBITDA pursuant to this clause (a)(viii) during any period for
any such transactions that are not consummated shall not exceed an amount equal to 5% of Consolidated EBITDA for such period (as determined
prior to the application of this clause (a)(viii)),


 


(ix)            any
charge or expense to the extent (i) reimbursed by third party insurance or by third parties that are not Affiliates of the Company
pursuant to indemnification or reimbursement provisions or similar agreements, (ii) actually received during such period by the Company
or applicable Subsidiary in cash and without duplication and (iii) not otherwise included as revenue in the calculation of Consolidated
Net Income for such period,


 


(x)             unrealized
or realized net foreign currency translation or transaction losses (including currency remeasurements of Indebtedness and the net loss
resulting from Swap Agreements permitted hereunder for currency exchange risk), and


 


(xi)           severance
payment and relocation costs in an aggregate amount not to exceed $10,000,000 during any period of four consecutive fiscal quarters of
the Company,


 


minus     (b)            without
duplication and to the extent included in determining Consolidated Net Income, the sum for such period of


 


(i)             non-cash
items of income or gains (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period,
and including, for the avoidance of doubt, the impact of purchase accounting or unrealized foreign currency translation gains),


 


(ii)            non-recurring,
unusual or extraordinary gains or income (other than any such gains or income directly resulting from the refranchising of stores),


 


(iii)            all
cash payments made during such period on account of noncash charges that were accruals or reserves added to Consolidated Net Income pursuant
to clause (a)(v) above in a prior period, and


 


(iv)            unrealized
or realized net foreign currency translation or transaction gains (including currency remeasurements of Indebtedness and the net gain
resulting from Swap Agreements permitted hereunder for currency exchange risk),


 


in each case, determined and consolidated for
the Company and its Subsidiaries (excluding the Excluded VIE’s and the Excluded Marketing Subsidiaries) in accordance with GAAP.
For purposes of calculating Consolidated EBITDA, (x) with respect to a business acquired by the Company or any Subsidiary pursuant
to a Permitted Acquisition during any period, Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers,
in accordance with GAAP as if the Permitted Acquisition had been consummated at the beginning of such period, and (y) with respect
to a business liquidated, sold or disposed of by the Company or any Subsidiary during any period in compliance with Section 6.07,
Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP as if such liquidation,
sale or disposition had been consummated at the beginning of such period; provided, however, that any such acquisition,
liquidation, sale or disposition transaction having an aggregate consideration value of less than $5,000,000 shall not be calculated on
 “pro forma basis.”


 






    15


     


    

 


“Consolidated Interest
Expense” means, for any period of determination, the aggregate amount of interest or fees paid, accrued or scheduled to be paid
or accrued in respect of any Indebtedness (including the interest portion of rentals under capitalized leases) and all but the principal
component of payments in respect of conditional sales or other title retention agreements paid, accrued or scheduled to be paid or accrued
during such period, net of interest income, in each case determined and consolidated for the Company and its Subsidiaries (excluding the
Excluded VIE’s and the Excluded Marketing Subsidiaries) in accordance with GAAP.


 


“Consolidated Net
Income” means, for any period, the consolidated net income (or loss) determined for the Company and its Subsidiaries, on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior
to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any Subsidiary, (b) the income (or deficit)
of any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest, except to the extent that any
such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the
income (or deficit) of the Excluded VIE’s and the Excluded Marketing Subsidiaries.


 


“Consolidated Net
Tangible Assets” means, as of any date, Consolidated Total Assets, excluding goodwill, patents, trademarks, trade names, organization
expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, and
other intangible assets.


 


“Consolidated Rental
Expense” means, for any period of determination, the difference (if positive) of (a) the aggregate rental amounts payable
by the Company and its Subsidiaries during such period under any lease of real property having a remaining term (including any required
renewals or any renewals at the option of the lessor or lessee) of one year or more (but does not include any amounts payable under capitalized
leases or performance rents), minus (b) the aggregate amount of cash rental income actually received by the Company and its
Subsidiaries during such period from Persons that are not Affiliates of the Company under any lease of real property wholly-owned by the
Company or any Subsidiary having a remaining term (including any required renewals or any renewals at the option of the lessor or lessee)
of one year or more, in each case determined and consolidated for the Company and its Subsidiaries (excluding the Excluded
VIE’s and the Excluded Marketing Subsidiaries) in accordance with GAAP.


 


“Consolidated Total
Assets” means, at any date, total assets of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated
basis as of such date (excluding the Excluded VIE’s and the Excluded Marketing Subsidiaries).


 


“Consolidated Total
Indebtedness” means, as of any date of determination, any and all Indebtedness of the Company and its Subsidiaries, in each
case, determined and consolidated for the Company and its Subsidiaries (excluding the Excluded VIE’s and the Excluded Marketing
Subsidiaries), in accordance with GAAP.


 


“Contamination”
means the presence or release or threat of release of Regulated Substances in, on, under or emanating to or from the Property, which pursuant
to Environmental Laws requires notification or reporting to a Governmental Authority, or which pursuant to Environmental Laws requires
the investigation, cleanup, removal, remediation, containment, abatement of or other Remedial Action or which otherwise constitutes a
violation of Environmental Laws.


 






    16


     


    

 


“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.


 


“Co-Documentation
Agent” means each of Truist Bank and Wells Fargo Bank, National Association, in its capacity as co-documentation agent for the
credit facility evidenced by this Agreement.


 


“Co-Syndication Agent”
means each of Bank of America, N.A., PNC Bank and U.S. Bank National Association in its capacity as co-syndication agent for the credit
facility evidenced by this Agreement.


 


“Covered Entity”
means any of the following:


 


(i)             a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)            a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)           a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning assigned to it in ‎Section 9.23.


 


“Credit Event”
means a Borrowing, the issuance, amendment or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Party”
means the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender.


 


“Daily
Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of
(a) the sum of (i) SONIA for the day that is 5 Business Days prior to (A) if such RFR Interest Day is a Business
Day, such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR
Interest Day, plus (ii) 0.0326% per annum, and (b) 0.00%. Any change in Daily Simple RFR due to a change in the applicable RFR
shall be effective from and including the effective date of such change in the RFR without notice to the Company.


 


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


 


“Declining Lender”
has the meaning assigned to such term in Section 2.23(a).


 


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


 






    17


     


    

 


“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 Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit
Party 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 any Borrower or any
Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding
obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s
good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding
a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has
failed, within two (2) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing
from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations)
to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such
certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a
Bankruptcy Event or (ii) a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(d)) upon delivery by the Administrative Agent of
written notice of such determination to the Company, each Issuing Bank, each Swingline Lender and each Lender.


 


“Departing Lender”
means BMO Harris Bank, N.A.


 


“DEPZZA”
means DEPZZA, Inc., a Delaware corporation.


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if
such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for
the purchase of Dollars with the Foreign Currency last provided (either by publication or otherwise provided to the Administrative Agent)
by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available
or ceases to provide a rate of exchange for the purchase of Dollars with the Foreign Currency, as provided by such other publicly available
information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its reasonable
discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars
as determined by the Administrative Agent using any method of determination it deems appropriate in its reasonable discretion) and (c) if
such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using
any method of determination it deems appropriate in its reasonable discretion.


 


“dollars”,
 “Dollars” or “$” refers to lawful money of the U.S.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 






    18


     


    

 


“Early Opt-in Election”
means, if the then current Benchmark with respect to Dollars is LIBO Rate, the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties
hereto that at least five currently outstanding Dollar denominated syndicated credit facilities at such time contain (as a result of amendment
or as originally executed) a SOFR-based rate (including SOFR, a Term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2)            the
joint election by the Administrative Agent and the Company to trigger a fallback from LIBO Rate and the provision, as applicable, by the
Administrative Agent of written notice of such election to the Company and the Lenders.


 


“ECP” means
an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


“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 clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


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


 


“Eligible Foreign
Subsidiary” means any Foreign Subsidiary that is (i) wholly-owned by the Company, (ii) incorporated under the laws
of England and Wales and (iii) approved from time to time by the Administrative Agent.


 


“Environmental Complaint”
means any (i) notice of non-compliance or violation, citation or order relating in any way to any Environmental Law, Environmental
Permit, Contamination or Regulated Substance; (ii) civil, criminal, administrative or regulatory investigation instituted by a Governmental
Authority relating in any way to any Environmental Law, Environmental Permit, Contamination or Regulated Substance; (iii) administrative,
regulatory or judicial action, suit, claim or proceeding instituted by any Person or Governmental Authority or any written notice of liability
or potential liability from any Person or Governmental Authority, in either instance, setting forth allegations relating to or a cause
of action for personal injury (including death), property damage, natural resource damage, contribution or indemnity for the costs associated
with the performance of Remedial Actions, direct recovery for the costs associated with the performance of Remedial Actions, liens or
encumbrances attached to or recorded or levied against property for the costs associated with the performance of Remedial Actions, civil
or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws; or
(iv) subpoena, request for information or other written notice or demand of any type issued to the Company or any of its Subsidiaries
by a Governmental Authority pursuant to any Environmental Laws.


 






    19


     


    

 


“Environmental Laws”
means all federal, state, local and foreign Requirements of Law (including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901
et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Toxic Substances Control Act, 15 U.S.C. §
2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq., the Federal Safe Drinking Water Act, 42 U.S.C.
 §§ 300f-300j, the Federal Air Pollution Control Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. §
2701 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 to 136y) each as amended, and any regulations
promulgated thereunder or any equivalent state or local Requirements of Law, each as amended, and any regulations promulgated thereunder
and any consent decrees, settlement agreements, judgments, orders, directives or any binding policies having the force and effect of law
issued by or entered into with a Governmental Authority pertaining or relating to: (i) pollution or pollution control; (ii) protection
of human health from exposure to Regulated Substances; (iii) protection of the environment and/or natural resources; (iv) the
presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, sale,
transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (v) the presence
of Contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of Environmentally Sensitive
Areas.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities) directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Regulated Substance, (c) any exposure to any Regulated Substance,
(d) the Contamination or threatened Contamination of any Regulated Substances into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Environmental Permit”
means all permits, licenses, bonds or other forms of financial assurances, consents, registrations, identification numbers, approvals
or authorizations required under Environmental Laws (i) to own, occupy or maintain the Property; (ii) for the operations and
business activities of the Loan Parties or any Subsidiary of any Loan Party; or (iii) for the performance of a Remedial Action.


 


“Environmental Records”
means all notices, reports, records, plans, applications, forms or other filings relating or pertaining to the Property, Contamination,
the performance of a Remedial Action and the operations and business activities of the Loan Parties which pursuant to Environmental Laws,
Environmental Permits or at the request or direction of a Governmental Authority either must be submitted to a Governmental Authority
or otherwise must be maintained.


 


“Environmentally
Sensitive Area” means (i) any wetland as defined by or designated by applicable Requirements of Law, including Environmental
Laws; (ii) any area designated as a coastal zone pursuant to applicable Requirements of Law, including Environmental Laws; (iii) any
area of historic or archeological significance or scenic area as defined or designated by applicable Requirements of Law, including Environmental
Laws; (iv) habitats of endangered species or threatened species as designated by applicable Requirements of Law, including Environmental
Laws; (v) wilderness or refuge areas as defined or designated by applicable Requirements of Law, including Environmental Laws; or
(vi) a floodplain or other flood hazard area as defined pursuant to any applicable Requirements of Law.


 






    20


     


    

 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any of the foregoing.


 


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


 


“ERISA Group”
means, at any time, the Company and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control and all other entities which, together with the Company, are treated as a single employer under Section 414
of the Code.


 


“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 Term Benchmark Borrowing denominated in euros 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) 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) 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 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing 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, for any day and time, with respect to any Term Benchmark Borrowing denominated in euros and for any Interest Period, 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 euros for the relevant Interest Period displayed (before any correction, recalculation or republication by the administrator) on such
day and time on page EURIBOR01 of the Reuters screen (or any replacement 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 Reuters as selected by the Administrative
Agent in its reasonable discretion). 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 0.00%,
the EURIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


 


“euro”
and/or “€” means the single currency of the Participating Member States.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 






    21


     


    

 


“Exchange Rate”
means, for any Foreign Currency, the rate of exchange therefor as described in clause (b) of the definition of “Dollar Equivalent”.


 


“Excluded Equity
Interests” means any Equity Interests of a Person which consists of: (a) any Equity Interests if, to the extent and for
so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law; (b) Equity Interests
in any Person other than wholly owned Subsidiaries; (c) Equity Interests in any Excluded VIE or any Excluded Marketing Subsidiary;
(d) Equity Interests in any Foreign Subsidiary that is not a Material Foreign Subsidiary or a Foreign Subsidiary Borrower; (e) Equity
Interests in any FSHCO that does not hold Equity Interests in a wholly-owned Material Foreign Subsidiary; and (f) Equity Interests
in Risk Services Corp.


 


“Excluded Marketing
Subsidiaries” means Papa John’s Marketing Fund, Inc. and its Subsidiaries, including Papa Card, Inc.


 


“Excluded Swap Obligation”
means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan
Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is
or becomes illegal 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 Loan Guarantor’s failure for any reason to constitute an
ECP at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become effective with respect
to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes
illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Revolving Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Revolving Commitment
(other than pursuant to an assignment request by any Borrower under Section 2.19(b)) or (ii) such Lender changes its lending
office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Revolving
Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure
to comply with Section 2.17(f), (d) any withholding Taxes imposed under FATCA and (e) in respect of a UK Borrower, any
Excluded UK Taxes.


 


“Excluded UK Taxes”
means any withholding Taxes imposed by the United Kingdom on any amounts payable in respect of interest under any Loan Document to or
for the account of a Recipient in circumstances where (i) that Recipient is not or has ceased to be a UK Qualifying Lender at the
date on which the payment falls due and the withholding Taxes would not have applied had that Recipient been a UK Qualifying Lender at
that date, except to the extent that such withholding Taxes are due and/or that Lender has ceased to be a UK Qualifying Lender solely
as a result of any change after the date that Lender became a Lender under this Agreement in (or in the interpretation, administration,
or application of) any law or UK Treaty or any published practice or concession of the relevant Government Authority; (ii) the relevant
Recipient is a UK Qualifying Lender solely by virtue of paragraphs (b), (c) or (d) of the definition of UK Qualifying Lender
and (x) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under
section 931 of the Income Tax Act 2007 which relates to the payment and the Recipient has received from the Borrower making the payment
a certified copy of that Direction, and (y) the payment could have been made to the Recipient without any withholding Taxes if that
Direction had not been made; (iii) the relevant Recipient is a UK Qualifying Lender solely by virtue of paragraphs (b), (c) or
(d) of the definition of UK Qualifying Lender and (x) the relevant Recipient has not given a Tax Confirmation to the relevant
Borrower, and (y) the payment could have been made to the Recipient without any withholding Taxes if the Recipient had given a Tax
Confirmation to the relevant Borrower, on the basis that the Tax Confirmation would have enabled that Borrower to have formed a reasonable
belief that the payment was an ‘excepted payment’ for the purpose of section 930 of the Income Tax Act 2007; or (iv) the
relevant Recipient is a UK Treaty Lender and the relevant Borrower is able to demonstrate that the payment could have been made to the
Recipient without any withholding Taxes had the Recipient complied with its obligations under Section 2.18(g).


 






    22


     


    

 


“Excluded VIE”
means those VIE’s identified in Schedule 1.01(A) attached hereto and made a part hereof, together with any VIE hereafter
that is requested by the Company to be approved by the Lenders as an Excluded VIE and that the Required Lenders, each acting in their
sole and absolute discretion, approve as an Excluded VIE pursuant to execution and delivery by the Required Lenders of a document not
materially varying from the form thereof attached to and made a part hereof as Exhibit G, a copy of which shall be delivered
by the Administrative Agent to the Company and each of the Lenders promptly following receipt by the Administrative Agent thereof, signed
by at least the Required Lenders, it being understood and agreed that no Lender shall have any obligation to approve any additional Excluded
VIE for which approval is requested by the Company.


 


“Existing Credit
Agreement” has the meaning assigned to such term in the recitals hereto.


 


“Existing Letters
of Credit” is defined in Section 2.06(a).


 


“Existing Revolving
Credit Maturity Date” has the meaning assigned to such term in Section 2.23(a).


 


“Extension Agreement”
has the meaning assigned to such term in Section 2.23(a).


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections
of the Code.


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so
determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer, controller, and Vice President, Treasury and Tax of the Company.


 


“Financial Projections”
has the meaning assigned to such term in Section 3.09(b).


 






    23


     


    

 


“Financial Statements”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.11(a) or 5.11(b).


 


“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 LIBO Rate, EURIBOR Rate, the CDOR Rate, TIBOR Rate, TIIE Rate or
each Daily Simple RFR, as applicable.


 


“Foreign Currencies”
means (i) euro, (ii) Pounds Sterling, (iii) Canadian Dollars, (iv) Japanese Yen, (v) Mexican Pesos and (vi) any
other currency (x) that is a lawful currency (other than dollars) that is readily available and freely transferable, not restricted
and convertible into dollars and (y) that is agreed to by the Administrative Agent and each of the Lenders.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Currency
Sublimit” means $50,000,000.


 


“Foreign Lender”
means (a) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if a Borrower is not a U.S. Person,
a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


“Foreign Plan”
means any retirement benefit or pension plan maintained or contributed to by, or entered into with, the Company or any Subsidiary with
respect to any employees employed outside the United States which under applicable laws is required to be funded through a trust or other
funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


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


 


“Foreign Subsidiary
Borrower” means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.24 and
that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.


 


“FSHCO”
means any Domestic Subsidiary that (i) owns (directly or indirectly) no material assets other than Equity Interests (or Equity Interests
and debt interests) of one or more CFCs, (ii) does not conduct any business or activity other than the ownership of such Equity Interests
or debt interests and business or activity incidental thereto and (iii) does not incur, and is not otherwise liable for, any indebtedness
or other liabilities other than Indebtedness or other liabilities permitted under Section 6.01 or incurred in connection with the
ownership of assets described in clause (i) hereof.


 


“Funding Account”
has the meaning assigned to such term in Section 4.01(g).


 


“GAAP”
means generally accepted accounting principles as are in effect in the United States from time to time, subject to the provisions of Section 1.04,
and applied on a consistent basis both as to classification of items and amounts.


 


“Governmental Authority”
means the government of the U.S., any other nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 






    24


     


    





 


“Guarantee”
or “Guaranty” of or by any Person means any obligation of such Person guaranteeing or in effect guaranteeing any liability
or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless
any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement
of negotiable or other instruments for deposit or collection in the ordinary course of business.


 


“Guaranteed Obligations”
means (i) with respect to the Borrowers, the Specified Ancillary Obligations and (ii) with respect to any Subsidiary Guarantor,
the Obligations, and, in each case, all costs and expenses including, without limitation, all court costs and reasonable and documented
out-of-pocket attorneys’ and paralegals’ fees and reasonable and documented out-of-pocket expenses paid or incurred by the
Administrative Agent, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Obligations from, or in prosecuting
any action against, the Borrowers, any Loan Guarantor or any other guarantor of all or any part of the Obligations; provided that,
in each case, the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of any Excluded
Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor.


 


“Historical Financial
Statements” shall have the meaning assigned to the term in Section 3.09(a).


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such
Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval
has been withdrawn.


 


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


 


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


 


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


 


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


 


“Incremental Term
Loan” has the meaning assigned to such term in Section 2.09.


 


“Incremental Term
Loan Amendment” has the meaning assigned to such term in Section 2.09.


 


“Indebtedness”
means, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or
unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed
money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement
obligations (contingent or otherwise) under any letter of credit or Swap Agreement, (iv) any other transaction (including forward
sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money
entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred
in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness), or (v) any
Guaranty of Indebtedness for borrowed money.


 






    25


     


    

 


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


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Interest Coverage
Ratio” means, for any period, the ratio of (a) the sum of (i) Consolidated EBITDA for such period and (ii) Consolidated
Rental Expense for such period, to (b) the sum of (i) Consolidated Interest Expense for such period and (ii) Consolidated
Rental Expense for such period.


 


“Interest Election
Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.08
in the form attached as Exhibit C-2 or any other form approved by the Administrative Agent.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), any CBR Loan or any Canadian Prime Loan,
the last day of each March, June, September and December and the Revolving Credit Maturity Date, (b) with respect to any
RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing
of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Revolving
Credit Maturity Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of
such Interest Period, and the Revolving Credit Maturity Date and (d) with respect to any Swingline Loan, the day that such Loan is
required to be repaid and the Revolving Credit Maturity Date.


 


“Interest Period”
means (a) with respect to any Term Benchmark Borrowing (other than a TIIE Rate Borrowing), the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months (or, with the consent
of each Lender, twelve months) thereafter (provided that a six-month Interest Period will not be available for Loans denominated in Canadian
Dollars) and (b) with respect to any TIIE Rate Borrowing, the period commencing on the date the applicable Loans in respect of such
Borrowing are disbursed or continued and ending on the day that is one month thereafter, in each case, subject to the availability for
the Benchmark applicable to the relevant Loan or Revolving Commitment for any Agreed Currency, as the Company may elect; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining
to a Term Benchmark Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of
such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(f) shall be
available for specification in such Borrowing Request or Interest Election Request unless reinstated pursuant to Section 2.14(f).
For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of any Borrowing
other than a Swingline Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 






    26


     


    

 


“Investment”
has the meaning assigned to such term in Section 6.04.


 


“IRS” means
the United States Internal Revenue Service.


 


“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.


 


“Issuing Bank Sublimit”
means, as of the Effective Date, (i) $24,500,000, in the case of Chase, (ii) $18,500,000, in the case of PNC Bank, (iii) $18,500,000,
in the case of U.S. Bank National Association, (iv) $18,500,000, in the case of Bank of America, N.A. and (v) in the case of
any other Issuing Bank, such amount as shall be designated to the Administrative Agent and the Company in writing by such Issuing Bank;
provided that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five
(5) days’ prior written notice thereof to the Administrative Agent and the Company; provided further that any decrease
in the Issuing Bank Sublimit of any Issuing Bank to an amount less than such Issuing Bank’s Issuing Bank Sublimit as of the Effective
Date (or such later date as such Person shall have initially become an Issuing Bank hereunder), shall require the consent of the Company,
the Administrative Agent and such Issuing Bank.


 


“Issuing Banks”
means, individually or collectively, each of (i) Chase, (ii) PNC Bank, (iii) U.S. Bank National Association, (iv) Bank
of America, N.A., in each case, in its capacity as an issuer of Letters of Credit hereunder, and any other Lender from time to time designated
by the Company as an Issuing Bank, with the consent of such Lender and the Administrative Agent, and their respective successors in such
capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be
issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of
Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements
of Section 2.06 with respect to such Letters of Credit).


 


“Japanese Yen”
means the lawful currency of Japan.


 


“Jeffersontown IRB”
means collectively (i) that certain Seven Million Five Hundred Thousand and 00/100 Dollar ($7,500,000.00) Industrial Revenue Bond
issued by the City of Jeffersontown, Kentucky on December 27, 1997, (ii) that certain Sixty Two Million Seven Hundred Thousand
and 00/100 Dollar ($62,700,000.00) Industrial Revenue Bond issued by the City of Jeffersontown, Kentucky on November 9, 1999, and
(iii) that certain Ten Million and 00/100 Dollar ($10,000,000.00) Industrial Revenue Bond issued by the City of Jeffersontown, Kentucky
on December 20, 2000, each of the same being supported by the sale and leaseback of property located at 2002 Papa John’s Boulevard,
Jeffersontown, Kentucky.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit F.


 


“Labor Contracts”
means all employment agreements, employment contracts, collective bargaining agreements and other similar agreements guaranteeing a right
of employment among any Loan Party or a Subsidiary of a Loan Party and its employees.


 


“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 






    27


     


    

 


“LC Exposure”
means at any time, the sum of (a) the aggregate undrawn Dollar Equivalent of all outstanding Letters of Credit at such time plus
(b) the aggregate Dollar Equivalent of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such
time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.


 


“Lenders”
means the Persons listed on the Commitment Schedule (or, if the Revolving Commitments have terminated or expired, a Person holding
Revolving Exposure) and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and
Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a Lender hereunder pursuant to an
Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders”
includes the Swingline Lenders and the Issuing Banks. For the avoidance of doubt, the term “Lenders” excludes the Departing
Lenders.


 


“Letter of Credit
Agreement” has the meaning assigned to it in Section 2.06(b).


 


“Letters of Credit”
means the letters of credit issued pursuant to this Agreement (including the Existing Letters of Credit), and the term “Letter
of Credit” means any one of them or each of them singularly, as the context may require.


 


“Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date (excluding, to the extent included
in Consolidated Total Indebtedness, (i) Indebtedness under the Jeffersontown IRB on such date so long as such Indebtedness is owed
to a Subsidiary of the Company, (ii) Indebtedness outstanding under the Cherokee County Transactions on such date, (iii) Indebtedness
constituting contingent reimbursement under any Swap Agreement in an aggregate amount not to exceed $10,000,000 as of any date of determination
and (iv) obligations incurred in the ordinary course of business in respect of surety bonds in respect of insurance programs or other
financing of insurance premiums of the Company and its Subsidiaries), to (b) Consolidated EBITDA for the period of four (4) consecutive
fiscal quarters ending on or most recently prior to such date.


 


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


 


“LIBO Interpolated
Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the
rate per annum (rounded to the same number of decimal places as the LIBO 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 LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency)
that is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the
LIBO Screen Rate is available for the applicable Agreed Currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at
such time; provided that if any LIBO Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the
purposes of this Agreement.


 


“LIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period or for any ABR Borrowing, the LIBO
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 LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”)
with respect to Dollars then the LIBO Rate shall be the LIBO Interpolated Rate.


 






    28


     


    

 


“LIBO Screen Rate”
means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period or for any
ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over
the administration of such rate) for Dollars 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 Administrative Agent in its reasonable discretion);
provided that if the LIBO Screen Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the
purposes of this Agreement.


 


“LIBOR”
has the meaning assigned to such term in Section 1.07.


 


“Lien”
means any mortgage, leasehold mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement
of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and
any assignment, deposit arrangement or lease intended as, or having the effect of, security.


 


“Limited Condition
Transaction” means any Permitted Acquisition or other Investment permitted hereunder that the Company or one or more of its
Subsidiaries is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent,
which conditions precedent may be amended, satisfied or waived in accordance with the terms of the applicable agreement) and whose consummation
is not conditioned on the availability of, or on obtaining, third party financing.


 


“Loan Documents”
means, collectively, this Agreement, the Collateral Documents, each promissory note issued pursuant to this Agreement, any Letter of Credit
Agreement, the Loan Guaranty, any Incremental Term Loan Amendment, any Extension Agreement and each other agreement, fee letter, instrument,
document and certificate identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender
and including each other pledge, power of attorney, consent, assignment, contract, notice, letter of credit agreement, legal opinion issued
in connection with the other Loan Documents, any agreement between the Company and any Swingline Lender regarding such Swingline Lender’s
Swingline Lender Sublimit, any letter of credit application and any agreement between the Company and any Issuing Bank regarding such
Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Company and such Issuing Bank in connection
with the issuance of Letters of Credit, and each other written matter whether heretofore, now or hereafter executed by or on behalf of
any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement
or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer
to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers and the Subsidiary Guarantors and their successors and assigns, and the term “Loan Party”
means any one of them or all of them individually, as the context may require.


 






    29


     


    

 


“Loans”
means the loans and advances made by the Lenders to the Borrowers pursuant to this Agreement, including Swingline Loans.


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in dollars and (ii) local time
in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time shall
mean London, England time unless otherwise notified by the Administrative Agent).


 


“Margin Stock”
means margin stock as defined in Regulation U, together with all official rulings and interpretations issued thereunder.


 


“Material Adverse
Effect” means any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse
effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be
expected to have any material adverse effect on the business, properties, assets, financial condition or results of operations of the
Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan
Parties to duly and punctually pay or perform their payment obligations under the Loan Documents, or (d) impairs materially or could
reasonably be expected to impair materially the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to
enforce their legal remedies pursuant to this Agreement or any other Loan Document.


 


“Material
Domestic Subsidiaries” means each wholly-owned Domestic Subsidiary of the Company other than (a) (i) Subsidiaries
which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended, for which financial
statements have been delivered pursuant to Section 5.11(a) or (b) (or, if prior to the date of the delivery of the first
financial statements to be delivered pursuant to Section 5.11(a) or (b), the most recent financial statements referred to in
Section 3.09(a)), contributed less than $1,000,000 of Consolidated EBITDA for such period or (ii) Subsidiaries which contributed
less than $1,000,000 of Consolidated Total Assets as of such date, (b) any FSHCO, or (c) any Domestic Subsidiary that is a direct
or indirect Subsidiary of a CFC.


 


“Material
Foreign Subsidiaries” means (a) each Foreign Subsidiary Borrower and (b) each wholly-owned Foreign Subsidiary
of the Company other than (a) (i) Subsidiaries which, as of the most recent fiscal quarter of the Company, for the period of
four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.11(a) or
(b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.11(a) or
(b), the most recent financial statements referred to in Section 3.09(a)), contributed less than $1,000,000 of Consolidated EBITDA
for such period or (ii) Subsidiaries which contributed less than $1,000,000 of Consolidated Total Assets as of such date.


 


“Maximum Leverage
Ratio” has the meaning assigned to such term in Section 6.14.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


“Mexican Pesos”
means the lawful currency of the Republic of Mexico.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Multiemployer Plan”
means any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA
and to which the Company or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the
preceding five (5) Plan years, has made or had an obligation to make such contributions.


 






    30


     


    

 


“Multiple Employer
Plan” means a Plan which has two (2) or more contributing sponsors (including the Company or any member of the ERISA Group)
at least two (2) of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(c).


 


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


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized
standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than 0.00%, such
rate shall be deemed to be 0.00% for purposes of this Agreement.


 


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


 


“Obligated Party”
has the meaning assigned to such term in Section 10.02.


 


“Obligations”
means (i) all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and
all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Banks or any indemnified
party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or
other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof, (ii) all Banking
Services Obligations and (iii) all Swap Agreement Obligations; provided that the definition of “Obligations” shall
not create any guarantee by any Loan Guarantor of any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any
obligations of any Loan Guarantor.


 


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


 


“Other Benchmark
Rate Election” means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence
of:


 


(a) a request by the
Company to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Company, Dollar-denominated
syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate,
a term benchmark rate as a benchmark rate, and


 


(b) the Administrative
Agent and the Company jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent
of written notice of such election to the Company and the Lenders.


 






    31


     


    

 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Taxes (other than a connection arising from such 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, Letter of Credit, or any Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings denominated
in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set
forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank
funding rate.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount
denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or the Issuing Banks, as the case may be,
in accordance with banking industry rules on interbank compensation.


 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“Participating Member
State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance
with legislation of the European Union relating to economic and monetary union.


 


“Payment”
has the meaning assigned to it in Section 8.06(c).


 


“Payment in Full
of all Obligations” means all Revolving Commitments shall have expired or been terminated and the principal of and interest
on each Loan and all fees, expenses and other amounts payable under any Loan Document and all other Obligations shall have been paid in
full in cash (other than Banking Services Obligations, Specified Ancillary Obligations and contingent obligations with respect to which
no claim has been asserted) and all Letters of Credit shall have expired or terminated (other than Letters of Credit as to which other
arrangements with respect thereto satisfactory to the Administrative Agent and the applicable Issuing Bank in their sole discretion shall
have been made), in each case without any pending draw, and all LC Disbursements shall have been reimbursed.


 


“Payment Notice”
has the meaning assigned to it in Section 8.06(c).


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.


 






    32


     


    

 


“Permitted Acquisition”
means the acquisition by the Company or any of its Subsidiaries in one or a series of transactions, whether by purchase, lease or otherwise
or by merger or consolidation, of (i) all or substantially all of the ownership interests of another Person or (ii) all or substantially
all of the assets of another Person or of a business or division of another Person (each such transaction, an “Acquisition”);
provided that each of the following requirements is met:


 


(a)            if
the Person so acquired shall become a Material Domestic Subsidiary, such Person shall execute a Joinder Agreement and deliver such other
documents required by Section 5.12 and join this Agreement as a Subsidiary Guarantor pursuant to Section 5.12 before or within
thirty (30) calendar days (or such longer period agreed to by the Administrative Agent) of such Acquisition (and without giving effect
to any other grace periods provided therein);


 


(b)            such
Acquisition is not a Hostile Acquisition;


 


(c)            the
business or division acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, is
engaged in the same or similar line or lines of business (or a line of business reasonably related to the line of business) conducted
by the Company and its Subsidiaries or businesses reasonably related thereto and shall comply with Section 6.10;


 


(d)            in
the case of a merger or consolidation involving any Borrower or a Subsidiary, a Borrower or a Subsidiary is the surviving entity; provided
that (i) any merger or consolidation involving the Company shall result in the Company as the surviving entity, (ii) subject
to the immediately preceding clause (i), any merger or consolidation involving a Borrower shall result in a Borrower as the surviving
entity, and (iii) any merger or consolidation involving a Loan Party other than a Borrower shall result in a Loan Party as the surviving
entity; and


 


(e)            immediately
prior to and after giving effect (including giving effect on a pro forma basis) to such Acquisition (including any Indebtedness incurred
or assumed in connection therewith), (A) no Default or Event of Default exists or would result therefrom and (B) the Company
is in compliance with the financial covenants set forth in Section 6.14 (including after giving effect to any Acquisition Holiday)
and Section 6.15.


 


“Permitted Investments”
means:


 


(a)            direct
obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit
of the United States of America maturing in twelve (12) months or less from the date of acquisition;


 


(b)            readily
marketable direct obligations issued by any state of the U.S. or any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year from the date of acquisition thereof and having, at the time of the acquisition thereof,
a rating of at least P-1 from Moody's or at least A-1 from S&P;


 


(c)            commercial
paper maturing in one hundred eighty (180) days or less rated not lower than A-1, by S&P or P-1 by Moody’s on the date of acquisition;


 


(d)            demand
deposits, time deposits or certificates of deposit maturing within one year from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, (i) a Lender or (ii) any domestic office of any commercial
bank organized under the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided profits of not less
than $500,000,000;


 






    33


     


    

 


(e)            variable
rate demand notes having a minimum long-term credit rating of A2 or A, or the equivalent, using the lowest credit rating by Moody’s
or S&P, or with a short-term credit rating of A-1/P-2 or A-2/P-1, or the equivalent, using the lowest credit rating by Moody’s
or S&P (issues with only one short-term credit rating must have a minimum credit rating of A-1, P-1 or the equivalent);


 


(f)             money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and


 


(g)            with
respect to investments made by any Foreign Subsidiary, foreign investments substantially comparable to any of the foregoing in connection
with the managing of cash of any such Foreign Subsidiary.


 


“Permitted Liens”
means any Liens created pursuant to any Loan Document and:


 


(a)            Liens
for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet delinquent;


 


(b)            pledges
or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any fund in
connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;


 


(c)            Liens
of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business
that are not overdue for a period of more than 30 days and Liens of landlords securing obligations to pay lease payments that are not
overdue for a period of more than 30 days;


 


(d)            good-faith
pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment
of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of business;


 


(e)            encumbrances
consisting of zoning restrictions, easements or other restrictions on the use of real property arising in the ordinary course of business
that do not secure monetary obligations, none of which materially impairs the use of such property or the value thereof, and none of which
is violated in any material respect by existing or proposed structures or land use;


 


(f)             Liens
on property leased by any Loan Party or any Subsidiary of any Loan Party under capital and operating leases securing obligations of such
Loan Party or Subsidiary to the lessor under such leases;


 


(g)            any
Lien existing on the date of this Agreement and described on Schedule 1.01(B), and any modifications, replacements, renewals or
extensions thereof provided that the principal amount of the obligation secured thereby is not hereafter increased, and no additional
assets become subject to such Lien (other than the addition of proceeds, products, accessions and improvements to such property
on customary terms);


 


(h)            Purchase
Money Security Interests, and any modifications, replacements, renewals or extensions thereof provided that the aggregate amount of loans
and deferred payments secured by such Purchase Money Security Interests shall not exceed the amount set forth in Section 6.01(c) hereof
(excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.01(B));


 






    34


     


    

 


(i)             the
following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered
such judgment does not constitute an Event of Default under clause (f) of Article VII:


 


(i)            claims
or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the applicable Loan
Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges
forthwith upon the commencement of proceedings to foreclose any such Lien;


 


(ii)            claims,
Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property
or other legal process prior to adjudication of a dispute on the merits;


 


(iii)           claims
or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or


 


(iv)           Liens
resulting from final judgments or orders that do not constitute an Event of Default under clause (f) of Article VII;


 


(j)             Liens
attaching to earnest money deposits (or equivalent deposits otherwise named) made in connection with proposed Acquisitions that would
be Permitted Acquisitions or other Investments that would be permitted under Section 6.04;


 


(k)            Liens
in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods in the
ordinary course of business;


 


(l)             Liens
(i) arising solely by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off
or similar rights relating to the establishment of depository relationships with banks and not granted in connection with the issuance
of Indebtedness or other obligations, and (ii) of a collecting bank arising in the ordinary course of business under Section 4-210
of the UCC in effect in the relevant jurisdiction covering only the items being collected upon;


 


(m)           Liens
representing any interest or title of any (A) licensor, sublicensor, lessor or sublessor and where a Loan Party or any Subsidiary
thereof is a licensee, sublicensee, lessee or sublessee or (B) lessee, sublessee, licensee or sublicensee, in the case of clauses
(A) and (B) under any lease, sublease, license or sublicense not prohibited by the terms of this Agreement and entered in to
in the ordinary course of business, in each case to the extent any such Lien relates to the property being leased or licensed and so long
as, in the case of Liens under clause (B), all such leases, subleases, licenses and sublicenses do not individually or in the aggregate
(1) interfere in any material respect with the ordinary conduct of the business of any Loan Party or (2) materially impair the
use (for its intended purposes) or the value of the property subject thereto;


 


(n)            Liens
on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate outstanding principal amount of the
Indebtedness and other obligations subject to such Liens does not at any time exceed $30,000,000;


 






    35


     


    

 


(o)            Liens
securing judgments for the payment of money not constituting an Event of Default under clause (f) of Article VII or securing
appeal or other surety bonds related to such judgments;


 


(p)            Liens
on property of a Person existing at the time such Person is acquired, merged into or consolidated with any Borrower or any Subsidiary
of the Company or becomes a Subsidiary of any Borrower or on any property acquired, in each case, in connection with any Permitted
Acquisition; provided that such Liens were not created in contemplation of such Permitted Acquisition and do not extend to any
assets other than those of the Person acquired, merged into or consolidated with such Borrower or such Subsidiary or acquired by such
Borrower or such Subsidiary and the obligations secured thereby are permitted under Section 6.01(j);


 


(q)            (i) Liens
created by any Loan Party in favor of any other Loan Party and (ii) Liens created by any Subsidiary that is not a Loan Party in favor
of the Company or any other Subsidiary;


 


(r)             Liens
of reclaiming sellers of goods to the Company and any of its Subsidiaries arising under Article 2 of the UCC in the ordinary course
of business, covering only the good sold and securing only the unpaid purchase price for such good and related expenses in connection
with transactions permitted or not prohibited hereby; and


 


(s)            Liens
securing the Obligations.


 


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


 


“Plan”
means at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan or Foreign Plan)
which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 302 of ERISA or Section 412
of the Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has
at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees
of any entity which was at such time a member of the ERISA Group.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA.


 


“Pledge Agreement”
means that certain Amended and Restated Pledge Agreement (including any and all supplements thereto), dated as of the Effective Date,
among the applicable Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties,
as the same may be amended, restated or otherwise modified from time to time.


 


“PNC Bank”
means PNC Bank, National Association, in its individual capacity, and its successors.


 


“Pounds Sterling”
means the lawful currency of the United Kingdom.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519)
(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted
therein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). Each
change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.


 






    36


     


    

 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in
any jurisdiction.


 


“Prohibited Transaction”
means any prohibited transaction as defined in Section 4975 of the Code or Section 406 of ERISA for which neither an individual
nor a class exemption has been issued by the United States Department of Labor.


 


“Property”
means all real property, both owned and leased, of any Loan Party or Subsidiary of a Loan Party.


 


“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.


 


“Purchase Money Security
Interest” means Liens upon real or tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party
or deferred payments by such Loan Party or Subsidiary for the purchase of such real or tangible personal property.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.23.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty
becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify
as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof
(as the context requires).


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time)
on the day that is two London banking days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels
time two TARGET Days preceding the date of such setting, (3) if such Benchmark is TIBOR Rate, 11:00 a.m. Japan time two Business
Days preceding the date of such setting, (4) if the RFR for such Benchmark is SONIA, then 4 Business Days prior to such setting,
or (5) if such Benchmark is none of the LIBO Rate, the EURIBOR Rate, the TIBOR Rate or SONIA, the time determined by the Administrative
Agent in its reasonable discretion.


 


“Register”
has the meaning assigned to such term in Section 9.04(b).


 






    37


     


    

 


“Regulated Substances”
means, without limitation, any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous
substance,” “pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,”
 “extremely hazardous substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous
waste,” “special handling waste,” “industrial waste,” “residual waste,” “solid waste,”
 “municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic waste,” “medical
waste,” “pesticide” or “regulated substance” or any other substance, material or waste, regardless of its
form or nature, which is regulated, controlled or governed by Environmental Laws due to its radioactive, ignitable, corrosive, reactive,
explosive, toxic, carcinogenic or infectious properties or nature or any other material, substance or waste, regardless of its form or
nature, which otherwise is regulated, controlled or governed by, or could give rise to liability under, Environmental Laws, including
petroleum and petroleum products (including crude oil and any fractions thereof), natural gas, synthetic gas and any mixtures thereof,
asbestos, urea formaldehyde, polychlorinated biphenyls, mercury, per- and polyfluoroalkyl substances, radon and radioactive materials.


 


“Regulation U”
means Regulation U, T or X as promulgated by the Board, as amended from time to time.


 


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


 


“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board and/or the
NYFRB, or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto, (ii) with
respect to a Benchmark Replacement in respect of Loans denominated in Pounds Sterling, the Bank of England, or a committee officially
endorsed or convened by the Bank of England or, in each case, any successor thereto, (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, (iv) with respect to a Benchmark Replacement in respect of Loans denominated in Japanese
Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan or, in each case, any successor thereto, and
(v) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (a) the central bank for
the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising
either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or
committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated,
(2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the
administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability
Board or any part thereof.


 


“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Rate, (ii) with respect to any Term
Benchmark Borrowing denominated in euros, the EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Japanese
Yen, the TIBOR Rate, (iv) with respect to any Borrowing denominated in Pounds Sterling, the applicable Daily Simple RFR, (v) with
respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the CDOR Rate, or (vi) with respect to any Term Benchmark
Borrowing denominated in Mexican Pesos, the TIIE Rate, as applicable.


 


“Relevant Screen
Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Screen Rate, (ii) with
respect to any Term Benchmark Borrowing denominated in euros, the EURIBOR Screen Rate, (iii) with respect to any Term Benchmark Borrowing
denominated in Japanese Yen, the TIBOR Screen Rate, (iv) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars,
the CDOR Screen Rate or (v) with respect to any Term Benchmark Borrowing denominated in Mexican Pesos, the TIIE Screen Rate, as applicable.


 






    38


     


    

 


“Remedial Action”
means any investigation, identification, preliminary assessment, characterization, delineation, feasibility study, cleanup, corrective
action, removal, remediation, risk assessment, fate and transport analysis, in situ treatment, containment, monitoring, operation and
maintenance or management in-place, control or abatement of or other response actions to Regulated Substances and any closure or post-closure
measures associated therewith.


 


“Reportable Event”
means a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan or a Multiemployer
Plan.


 


“Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving Commitments representing more
than 50% of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time; provided that, for purposes
of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Revolving Commitments expire or terminate, then, as to each Lender, clause (a) of the definition
of Swingline Exposure shall only be applicable for purposes of determining its Revolving Exposure to the extent such Lender shall have
funded its participation in the outstanding Swingline Loans.


 


“Requirement of Law”
means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating,
management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including
common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or
court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of
its property or to which such Person or any of its property is subject.


 


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


 


“Responsible Officer”
means any executive officer or director of any Loan Party, including without limitation, any Financial Officer.


 


“Restricted Payment”
has the meaning assigned to such term in Section 6.05.


 


“Reuters”
means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.


 


“Revaluation Date”
shall mean (a) with respect to any Loan denominated in any Foreign Currency, each of the following: (i) the date of the Borrowing
of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with
respect to any Letter of Credit denominated in a Foreign Currency, each of the following: (i) the date on which such Letter
of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter
of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent
may determine at any time when an Event of Default exists.


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s
Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09
and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment
is set forth on the Commitment Schedule, or in the applicable documentation or record (as such term is defined in Section 9-102(a)(70)
of the UCC) contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment pursuant to the terms hereof,
as applicable. The aggregate amount of the Lenders’ Revolving Commitments as of the Effective Date is $600,000,000.


 






    39


     


    

 


“Revolving Credit
Maturity Date” means September 14, 2026 (if the same is a Business Day, or if not then the immediately next succeeding
Business Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms
hereof.


 


“Revolving Credit
Maturity Date Extension Request” means a request by the Company, in the form of Exhibit B hereto or such
other form as shall be approved by the Administrative Agent, for the extension of the Revolving Credit Maturity Date pursuant to Section 2.23.


 


“Revolving Exposure”
means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal Dollar Equivalent of such Lender’s
Revolving Loans and its LC Exposure and its Swingline Exposure at such time.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01.


 


“RFR” means,
for any RFR Loan denominated in Pounds Sterling, SONIA. All RFR Loans shall be denominated in Pounds Sterling.


 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day”
means, for any Loan denominated in Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for general business in London.


 


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR Loan”
means a Loan that bears interest at a rate based on Daily Simple RFR.


 


“RSC” means
RSC Insurance Services Ltd., a Bermuda company and its successors and assigns.


 


“S&P”
means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and its successors.


 


“Safety Complaints”
means any (i) notice of non-compliance or violation, citation or order relating in any way to any Safety Law; (ii) civil, criminal,
administrative or regulatory investigation instituted by a Governmental Authority relating in any way to any Safety Law; (iii) administrative,
regulatory or judicial action, suit, claim or proceeding instituted by any Person or Governmental Authority or any written notice of liability
or potential liability from any Person or Governmental Authority, in either instance, setting forth allegations relating to or a cause
of action for civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Safety
Laws; or (iv) subpoena, request for information or other written notice or demand of any type issued by a Governmental Authority
pursuant to any Safety Laws.


 


“Safety Filings and
Records” means all notices, reports, records, plans, applications, forms, logs, programs, manuals or other filings or documents
relating or pertaining to compliance with Safety Laws, including employee safety in the workplace, employee injuries or fatalities, employee
training, or the protection of employees from exposure to Regulated Substances which pursuant to Safety Laws or at the direction or order
of any Governmental Authority, the Loan Parties or any Subsidiaries of any Loan Party either must submit to a Governmental Authority or
otherwise must maintain in their records.


 






    40


     


    

 


“Safety Laws”
means the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., as amended, and any regulations promulgated thereunder or
any equivalent foreign, federal, state or local Requirements of Law, each as amended, and any regulations promulgated thereunder or any
other foreign, federal, state or local Requirements of Law, each as amended, and any regulations promulgated thereunder, pertaining or
relating to the protection of employees from exposure to Regulated Substances in the workplace (but excluding workers compensation and
wage and hour laws).


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
Crimea, Cuba, Iran, North Korea and Syria).


 


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


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the
European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.


 


“SEC” means
the Securities and Exchange Commission of the U.S.


 


“Secured Parties”
means the holders of the Obligations from time to time and shall include (i) each Lender and each Issuing Bank in respect of its
Loans and LC Exposure respectively, (ii) the Administrative Agent, the Issuing Banks and the Lenders in respect of all other present
and future obligations and liabilities of each Borrower and each Subsidiary of every type and description arising under or in connection
with this Agreement or any other Loan Document, (iii) each Lender and Affiliate of such Lender in respect of Swap Agreement Obligations
and Banking Services Obligations owing to such Person by any Borrower or any Subsidiary, (iv) each indemnified party under Section 9.03
in respect of the obligations and liabilities of the Borrowers to such Person hereunder and under the other Loan Documents, and (v) their
respective successors and permitted transferees and assigns.


 


“Senior Notes”
means, collectively, the $400,000,000 in principal amount 3.875% senior secured notes due 2029 of the Company issued on or about the Effective
Date pursuant to the Senior Notes Agreement and any additional notes issued thereunder from time to time.


 


“Senior Notes Agent”
means Truist Bank in its capacity as trustee and collateral agent for the holders of the Senior Notes, and each of its successors in such
capacities.


 


“Senior Notes Agreement”
means that certain Indenture, dated as of the Effective Date, by and among the Senior Notes Agent and the Loan Parties party thereto relating
to the Senior Notes.


 


“Senior Notes Documents”
means, collectively, the Senior Notes Agreement and the Senior Notes.


 






    41


     


    

 


“Significant
Subsidiary” means a “significant subsidiary” (as defined in Regulation S-X of the Securities Act of 1933,
as amended, as interpreted by the SEC) of the Company.


 


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


 


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


 


“SOFR Administrator’s
Website” means the NYFRB’s Website, at the date of this Agreement 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.


 


“Solvent”
means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater
than the total amount of liabilities, including, without limitation, contingent and subordinated liabilities, of such Person, (ii) the
present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (iii) such Person is able to generally pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, and (v) 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 unreasonably small capital after giving due consideration to the prevailing practice
in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, 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.


 


“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 on the immediately succeeding Business Day.


 


“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.


 


“Specified Ancillary
Obligations” means, with respect to any Borrower, (a) all Obligations of the other Borrowers and (b) all obligations
and liabilities (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Subsidiaries, existing on the Effective Date
or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders or any of their Affiliates in respect of any
Swap Agreement Obligations or any Banking Services Obligations; provided that, notwithstanding the foregoing, the definition of
 “Specified Ancillary Obligations” shall not create or include any guarantee by any Borrower of (or grant of security interest
by any Borrower to support, as applicable) any Excluded Swap Obligations of such Borrower for purposes of determining any obligations
of such Borrower.


 






    42


     


    

 


“Specified Representations”
means those representations and warranties made in Sections 3.01 (a) (with respect to the Loan Parties only), 3.04, 3.05, 3.06(a)(i),
3.10, 3.18, 3.23 (the last sentence thereof only), 3.24 and 3.26 (subject to customary “funds certain” limitations).


 


“Specified Share
Repurchase Program” means the publicly disclosed share repurchase program or authorization approved by the Board of Directors
of the Company that permits the Company to purchase shares of its common stock from time to time (which may be effected through tender
offers or open-market, privately negotiated or accelerated share repurchase transactions, or otherwise), as such program or authorization
may be extended or increased from time to time by the Board of Directors of the Company.


 


“Statement”
has the meaning assigned to such term in Section 2.18(g).


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, Adjusted
EURIBOR Rate or Adjusted TIBOR Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D of the Board) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority
imposed in respect of the maintenance of the Revolving Commitments or the funding of the Loans. Such reserve percentage shall include
those imposed pursuant to Regulation D of the Board. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under Regulation D of the Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person, the payment of which is subordinated to payment of the Obligations to the written reasonable
satisfaction of the Administrative Agent.


 


“Subsidiary”
of any Person at any time means (i) any corporation or trust of which fifty percent (50%) or more (by number of shares or number
of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more
directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly
or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general
partner or of which fifty percent (50%) or more of the partnership interests are at the time directly or indirectly owned by such Person
or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a member or of which
fifty percent (50%) or more of the limited liability company interests are at the time directly or indirectly owned by such Person or
one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity
which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries. Unless otherwise
set forth in any Loan Document, any reference to a “Subsidiary” in the Loan Documents shall mean a Subsidiary of the Company.


 


“Subsidiary Guarantor”
means the Company’s Material Domestic Subsidiaries party hereto as Subsidiary Guarantors as of the Effective Date and any other
Material Domestic Subsidiary that becomes a party to this Agreement pursuant to a Joinder Agreement.


 


“Supported QFC”
has the meaning assigned to it in Section 9.23.


 






    43


     


    

 


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.


 


“Swap Agreement Obligations”
means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs,
reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.


 


“Swap Obligation”
means, with respect to any Loan 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 or any rules or regulations promulgated thereunder.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with respect
to any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the aggregate principal amount of all Swingline
Loans made by such Lender in its capacity as a Swingline Lender outstanding at such time (less the amount of participations funded by
the other Lenders in such Swingline Loans).


 


“Swingline Lender
Sublimit” means, as of the Effective Date, (i) $20,000,000, in the case of Chase, (ii) $20,000,000, in the case of
PNC Bank, and (iii) in the case of any other Swingline Lender, such amount as shall be designated to the Administrative Agent and
the Company in writing by such Swingline Lender; provided that any Swingline Lender shall be permitted at any time to increase
or reduce its Swingline Lender Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent
and the Company; provided further that any decrease in the Swingline Lender Sublimit of any Swingline Lender to an amount less
than such Swingline Lender’s Swingline Lender Sublimit as of the Effective Date (or such later date as such Person shall have initially
become a Swingline Lender hereunder), shall require the consent of the Company, the Administrative Agent and such Swingline Lender.


 


“Swingline Lenders”
means each of Chase and PNC Bank, each in their capacity as a lender of Swingline Loans hereunder. Any consent required of the Administrative
Agent or the Issuing Banks shall be deemed to be required of the Swingline Lenders and any consent given by Chase in its capacity as Administrative
Agent or an Issuing Bank shall be deemed given by Chase in its capacity as a Swingline Lender as well and any consent given by PNC Bank
in its capacity as an Issuing Bank shall be deemed given by PNC Bank in its capacity as a Swingline Lender as well.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


“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.


 






    44


     


    





 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in euro.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added
taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.


 


“Tax Confirmation”
means, in respect of a UK Borrower, a confirmation by a Recipient that the person beneficially entitled to interest payable to that Recipient
in respect of a Loan is either (i) a company resident in the United Kingdom for United Kingdom tax purposes; or (ii) a partnership
each member of which is (x) a company so resident in the United Kingdom, or (y) a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable
profits (within the meaning of section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that
advance that falls to it by reason of Part 17 of the Corporation Tax Act 2009; or (iii) a company not so resident in the United
Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable
in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) of
that company.


 


“Term Benchmark”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate, the Adjusted EURIBOR Rate, the CDOR Rate, the TIIE Rate or the Adjusted
TIBOR Rate.


 


“Term Benchmark
Payment Office” of the Administrative Agent shall mean, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each
Lender.


 


“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 Company 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 (and, for the avoidance of doubt, not in the case of an Other Benchmark
Rate Election), has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not
Term SOFR.


 


“TIBOR Interpolated
Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Japanese Yen and for any Interest Period,
the rate per annum (rounded to the same number of decimal places as the TIBOR 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 TIBOR Screen Rate for the longest period (for which the TIBOR Screen Rate is available) that is shorter than
the Impacted TIBOR Rate Interest Period; and (b) the TIBOR Screen Rate for the shortest period (for which the TIBOR Screen Rate
is available) that exceeds the Impacted TIBOR Rate Interest Period, in each case, at such time; provided that, if any TIBOR Interpolated
Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 






    45


     


    

 


“TIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Japanese Yen and for any Interest Period, the TIBOR Screen Rate at
approximately 11:00 a.m., Japan time, two Business Days prior to the commencement of such Interest Period; provided that, if the TIBOR
Screen Rate shall not be available at such time for such Interest Period (an “Impacted TIBOR Rate Interest Period”)
with respect to Japanese Yen then the TIBOR Rate shall be the TIBOR Interpolated Rate.


 


“TIBOR
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Japanese Yen and for
any Interest Period, the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person
which takes over the administration of that rate) for Japanese Yen for the relevant Interest Period displayed on such day and time on
page DTIBOR01 of the Reuters screen (or, in the event such rate does not appear on such 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 as selected by the Administrative Agent from time to time in its reasonable discretion). If the TIBOR Screen
Rate shall be less than 0.00%, the TIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


 


“TIIE Interpolated
Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Mexican Pesos and for any Interest Period,
the rate per annum (rounded to the same number of decimal places as the TIIE 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 TIIE Screen Rate for the longest period (for which the TIIE Screen Rate is available) that is shorter than
the Impacted TIIE Rate Interest Period; and (b) the TIIE Screen Rate for the shortest period (for which the TIIE Screen Rate is
available) that exceeds the Impacted TIIE Rate Interest Period, in each case, at such time; provided that, if any TIIE Interpolated Rate
shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“TIIE Rate”
means, with respect to any Term Benchmark Borrowing denominated in Mexican Pesos and for any Interest Period, the TIIE Screen Rate at
approximately 11:00 a.m., Mexico City, Mexico time, two Business Days prior to the commencement of such Interest Period; provided
that, if the TIIE Screen Rate shall not be available at such time for such Interest Period (an “Impacted TIIE Rate Interest
Period”), then the TIIE Rate shall be the TIIE Interpolated Rate.


 


“TIIE
Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Mexican Pesos
and for any Interest Period, the Equilibrium Interbank Rate as published by Banco de Mexico in the Federation’s Official Gazette
for Mexican Pesos on such day and time with a tenor equal to such Interest Period (or, in the event such rate does not appear in such
Official Gazette, any other rate determined by the Administrative Agent to be a similar rate published by Banco de Mexico, or on the
appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion). For the avoidance of doubt, if the TIIE Screen Rate shall be less than zero, such rate shall be
deemed to be zero for purposes of this Agreement.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans
and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 






    46


     


    

 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate, the CDOR Rate, the
TIIE Rate, the Canadian Prime Rate, the Alternate Base Rate, the Central Bank Rate or the Daily Simple RFR.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are
required to be applied in connection with the issue of perfection of security interests.


 


“UK Borrower”
means any Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from which under this
Agreement or any other Loan Document are subject to withholding Taxes imposed by the laws of the United Kingdom.


 


“UK
Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from
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 Qualifying Lender”
means, in relation to any UK Borrower, a Lender which is beneficially entitled to interest payable to that Lender in respect of a Loan
and:


 


(a)            where
the interest is paid on a Loan made under a Loan Document by a person that was a bank (as defined for the purposes of section 879 of
Income Tax Act 2007) at the time that that Loan was made, is at the due date for payment of the interest either within the charge to
UK corporation tax as respects that interest payment or is a bank which would be within the charge to UK corporation tax as respects
that interest payment apart from section 18A of Corporation Tax Act 2009;


 


(b)            is
a company which is resident in the UK for UK tax purposes;


 


(c)            is
a partnership each member of which is (A) a company so resident in the UK, or (B) a company not so resident in the UK which
carries on a trade in the UK through a permanent establishment and which brings into account in computing its chargeable profits (within
the meaning of section 19 of Corporation Tax Act 2009) the whole of any share of interest payable in respect of that Loan that falls
to it by reason of Part 17 of Corporation Tax Act 2009;


 


(d)            is
a company which is not resident in the UK but which carries on a trade in the UK through a permanent establishment and which brings into
account interest payable in respect of that Loan in computing the chargeable profits (within the meaning of section 19 of Corporation
Tax Act 2009) of that company; or


 


(e)            is
a UK Treaty Lender.


 


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


 


“UK
Treaty” means a double taxation agreement between the United Kingdom and another jurisdiction.


 






    47


     


    

 


“UK Treaty Lender”
means any Recipient which:


 


(a)            is
treated as a resident of a UK Treaty State for the purposes of the UK Treaty;


 


(b)            does
not carry on a business in the United Kingdom through a permanent establishment with which that Recipient’s participation under
the relevant Loan Document in relation to any Borrower that is a UK Person is effectively connected; and


 


(c)            meets
all other conditions in the UK Treaty which relate to that Recipient and which that Recipient is required to meet in order to claim full
exemption from tax imposed by the United Kingdom on interest amounts paid to or for its account under the relevant Loan Document (subject
to the completion of any procedural formalities).


 


“UK
Treaty State” means a jurisdiction that is party to a UK Treaty which makes provision for full exemption from tax imposed by
the United Kingdom on interest.


 


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


 


“Unliquidated Obligations”
means, at any time, any Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Obligation
that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other
obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to
secure any of the foregoing types of obligations.


 


“U.S.”
means the United States of America.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in ‎Section 9.23.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.


 


“VIE”
means any Person that is a variable interest entity pursuant to ASC 810, “Consolidations” (previously referred to as Financial
Accounting Standard Board Interpretation #46, “Consolidation of Variable Interest Entities” (FIN 46)).


 


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


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 






    48


     


    

 


“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.


 


SECTION 1.02.
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g.,
a “Revolving Loan”) or by Type (e.g., a “Term Benchmark Loan” or an “RFR Loan”) or by Class and
Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”). Borrowings also may be classified
and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term Benchmark Borrowing”
or an “RFR Borrowing”) or by Class and Type (e.g., a “Term Benchmark Revolving Borrowing” or an “RFR
Revolving Borrowing”).


 


SECTION 1.03.
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official
rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments,
orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect
as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,
restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto
as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any
reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions
on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded
to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words
of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any
period” shall refer to the same time or period for all calculations or determinations within such definition,(g) the words
 “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, securities, accounts and contract rights, and (h) any reference in this Agreement
to the Administrative Agent acting as the "collateral agent" or "administrative agent" for the Secured Parties, on
behalf of the Secured Parties, or for the benefit of the Secured Parties shall be deemed to include the Administrative Agent acting in
its capacity as trustee in respect of any Collateral governed by the laws of England and Wales in favor of the Secured Parties. Whenever
any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall be stated to be due or
required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business
Day.


 






    49


     


    

 


SECTION 1.04.
Accounting Terms; GAAP.


 


(a)            Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof
on the operation of any provision hereof and the Company notifies the Administrative Agent that the Company requests an amendment to
any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies
the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without
giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities
of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment
of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification
470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full
stated principal amount thereof.


 


(b)            Notwithstanding
anything to the contrary contained in ‎Section 1.04(a) or in the definition of “Capital Lease Obligations,”
any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards
Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease
(or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been
required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and
all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance
therewith.


 


SECTION 1.05.
Pro Forma Adjustments for Acquisitions and Dispositions; Limited Condition Transactions.


 


(a)            To
the extent the Company or any Subsidiary makes any Permitted Acquisition or disposition of assets outside the ordinary course of business
permitted by Section 6.07 during the period of four fiscal quarters of the Company most recently ended, the Leverage Ratio and Interest
Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which
are directly attributable to the acquisition or the disposition of assets, are factually supportable and are 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 of 1933, as amended,
as interpreted by the SEC, and as certified by a Financial Officer), as if such acquisition or such disposition (and any related incurrence,
repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period; provided, however,
that any such acquisition, liquidation, sale or disposition transaction having an aggregate consideration value of less than $5,000,000
shall not be calculated on “pro forma basis” pursuant to this Section 1.05.


 






    50


     


    

 


(b)           Notwithstanding
anything in this Agreement to the contrary, in connection with any Limited Condition Transaction being financed all or in part with the
proceeds of Incremental Term Loans, for purposes of:


 


(i)             determining
compliance with any provision of this Agreement which requires the calculation of the Leverage Ratio and the Interest Coverage Ratio;


 


(ii)            determining
compliance with the applicable representations and warranties in Article III, to the extent required by Section 4.02(a) (other
than with respect to Specified Representations, which must be true and correct in all material respects (without duplication of materiality
qualifiers) on the closing date of such Limited Condition Transaction), determining compliance with any covenant in this Agreement and
the absence of any Default or Event of Default (other than any Event of Default under Section 7.01(a), (h), (k) or (l)); or


 


(iii)           testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA);


 


in
each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition
Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder
(or any such representation, warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of
any continuing Default or Event of Default (other than with respect to any Event of Default under Section 7.01(a), (h), (k) or
(l))) shall be deemed to be the date the purchase agreement or other definitive agreement related to such Limited Condition Transaction
are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction
(and the other transactions to be entered into in connection therewith, including any Indebtedness incurred or assumed in connection
therewith), the Company or any of its Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance
with such ratio, test, condition or basket (and any related representations, warranties, requirements and conditions), such ratio, test,
condition or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied
with (or satisfied).


 


Upon making an LCT Election, the Company shall
deliver a certificate of a Responsible Officer to the Administrative Agent demonstrating compliance on a pro forma basis after giving
effect to such Limited Condition Transaction on such LCT Test Date with any relevant ratios, tests, conditions or baskets. For the avoidance
of doubt, if the Company has made an LCT Election and any of the ratios, tests, conditions or baskets for which compliance was determined
or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test, condition
or basket, including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such Limited Condition Transaction,
at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed
to have been complied with as a result of such fluctuations.


 


If
the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test,
condition or basket availability with respect to the incurrence or assumption of Indebtedness or Liens, the making of Restricted Payments,
the making of any Investment, the occurrence or consummation of any merger, consolidation, dissolution, division, liquidation, winding-up,
sale, conveyance, assignment, lease, abandonment, transfer or disposition, or the making of any capital expenditure (each, a “Subsequent
Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction
is consummated and the date that the purchase agreement or other definitive agreement or irrevocable notice for such Limited Condition
Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether
such Subsequent Transaction is permitted under this Agreement, any such ratio, test, condition or basket shall be required to be satisfied
on a pro forma basis (x) assuming such Limited Condition Transaction and other transactions in connection therewith (including any
incurrence or assumption of Indebtedness and the use of proceeds thereof) have been consummated and (y) assuming such Limited Condition
Transaction and other transactions in connection therewith (including any incurrence or assumption of Indebtedness and the use of proceeds
thereof) have not been consummated.


 






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SECTION 1.06.
Status of Obligations. In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding
any Subordinated Indebtedness, the Company shall take or cause such other Loan Party to take all such actions as shall be necessary to
cause the Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable
the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available
to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Obligations
are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import
under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and
are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that
the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness
under the terms of such Subordinated Indebtedness.


 


SECTION 1.07.
Interest Rates; LIBOR Notification. The interest rate on a Loan denominated in Dollars or a Foreign Currency may be derived
from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the
need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks
may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated
may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks may
obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority
(“FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings,
the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling
LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication
of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month,
3-month and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease
to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no
longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will
not be restored; and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to
be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative
of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is
no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further
action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is
published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and private
sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon
the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election,
Sections 2.14(b) and (c) provide a mechanism for determining an alternative rate of interest. The Administrative Agent will
promptly notify the Company, pursuant to Section 2.14(e), of any change to the reference rate upon which the interest rate on Term
Benchmark 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, performance or any other matter related to the Daily Simple RFR, LIBOR or
other rates in the definition of “LIBO Rate” (or “EURIBOR Rate”, “TIIE Rate”, “CDOR Rate”,
or “TIBOR Rate”, as applicable) 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 2.14(b) or
(c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other
Benchmark Rate Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(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 Daily Simple RFR, the LIBO Rate (or the EURIBOR Rate,
CDOR Rate, TIIE Rate or the TIBOR Rate, as applicable) or have the same volume or liquidity as did the London interbank offered rate
(or the euro interbank offered rate or the Tokyo interbank offered rate, as applicable) prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any
Daily Simple RFR, any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments
thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any RFR, Daily Simple RFR or the Term Benchmark Rate, any component thereof, or rates referenced in
the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any Lender
or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.


 






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SECTION 1.08.
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect
to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic
increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum
amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn
at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable
time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication
No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself,
or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding”
and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender shall
remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements
under any circumstances with respect to any Letter of Credit.


 


SECTION 1.09.
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.


 






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SECTION 1.10.
Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the Issuing Bank, as applicable, shall determine
the Dollar Equivalent of Term Benchmark Borrowings or Letter of Credit extensions denominated in Foreign Currencies. Such Dollar Equivalent
shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date
to occur. Except for purposes of financial statements delivered by the Company hereunder or calculating financial covenants hereunder
or except as otherwise provided herein, the applicable amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents
shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.


 


(b)            Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Loan or Letter of Credit is denominated in a Foreign Currency, such amount shall be the Dollar Equivalent of such
amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent or the Issuing Bank, as the case may be.


 


SECTION 1.11.
Amendment and Restatement of Existing Credit Agreement.


 


(a)            The
parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby
are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery
and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall
they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement
or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all
or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person
under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in
connection therewith, (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other
obligations evidenced thereby, or (iv) any liens, security interests or contractual or legal rights securing all or any part of
such indebtedness or other obligations. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding
on the Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Effective Date) shall
be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan
Documents.


 


(b)            Without
limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Effective Date and except
as otherwise expressly provided herein:


 


 (i)           all
references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”,
the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement
and the Loan Documents;


 


 (ii)          the
 “Revolving Commitments” (as defined in the Existing Credit Agreement) shall continue as Revolving Commitments hereunder as
set forth on Schedule 2.01;


 


 (iii)         the
 “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any,
shall continue as Revolving Loans hereunder;


 






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 (iv)        the
Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Revolving
Commitments” and “Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary
in order that each Lender’s Revolving Exposure hereunder reflects such Lender’s Applicable Percentage thereof on the Effective
Date (and in no event exceeds each such Lender’s Revolving Commitments hereunder), and the Company and each Lender that was a “Lender”
under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with
effect immediately prior to the Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected
by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee,
and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which
are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 and Section 9.02(c) of
the Existing Credit Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Company
shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative
Agent for the account of the Lenders party hereto; and


 


 (v)         each
of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the
foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement
in connection with any of the actions described in the foregoing clause (iv) on the Effective Date are hereby waived and of no force
and effect.


 


 (c)           Without
limiting the foregoing, each Loan Party party hereto, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such
Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation
party, as the case may be, in each case under the “Loan Documents” as defined in the Existing Credit Agreement, hereby (i) ratifies
and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the “Loan Documents”
as defined in the Existing Credit Agreement to which it is a party and (ii) to the extent such Loan Party granted liens on or security
interests in any of its properties pursuant to any of the “Loan Documents” as defined in the Existing Credit Agreement, hereby
ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms
that such liens and security interests continue to secure the Obligations.


 


 (d)           The
Loans (as defined in the Existing Credit Agreement) previously made to the Company by the Departing Lender under the Existing Credit
Agreement which remain outstanding as of the date of this Agreement (if any) shall be repaid in full (accompanied by any accrued and
unpaid interest and fees thereon), the Departing Lender’s “Commitments” under the Existing Credit Agreement shall be
terminated and the Departing Lender shall not be a Lender hereunder.


 


ARTICLE II


 


The
Credits


 


SECTION 2.01.
Revolving Commitments.Subject to the terms and conditions set forth herein, each Lender severally (and not jointly)
agrees to make Revolving Loans in Agreed Currencies to the Borrowers from time to time during the Availability Period in an aggregate
principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a))
in (i) the Dollar Equivalent of such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, (ii) the
Dollar Equivalent of the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments or (iii) the Dollar Equivalent
of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency
Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and
reborrow Revolving Loans.


 






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SECTION 2.02.
Loans and Borrowings.


 


(a)            Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably
in accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in
accordance with the procedures set forth in Section 2.05.


 


(b)            Subject
to Section 2.14, each Revolving Borrowing shall be comprised (A) in the case of Borrowings in Dollars, entirely of ABR Loans
or Term Benchmark Loans and (B) in the case of Borrowings in any other Agreed Currency, entirely of Term Benchmark Loans or RFR
Loans, as applicable, of the same Agreed Currency, in each case, as any Borrower may request in accordance herewith; provided
that each ABR Loan shall only be made in dollars. Each Swingline Loan shall be an ABR Loan (except as otherwise provided in Section 2.13(c)).
Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and
in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as
to such Lender); provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan
in accordance with the terms of this Agreement.


 


(c)            At
the commencement of each Interest Period for any Term Benchmark Revolving Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $500,000 (or, if such Borrowing is denominated in a Foreign Currency, 500,000 units of such currency) and
not less than $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000 units of such currency). At the time
that each ABR Revolving Borrowing and/or RFR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of the Dollar Equivalent of $100,000 and not less than the Dollar Equivalent of $500,000; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount
that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type may be outstanding at the same
time; provided that there shall not at any time be more than a total of ten (10) Term Benchmark Borrowings or RFR Borrowings
outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.


 






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SECTION 2.03.
Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such
request either in writing by submitting a Borrowing Request signed by a Responsible Officer of such Borrower or through any Approved
Electronic Platform, if arrangements for doing so have been approved by the Administrative Agent, (a) in the case of a Term Benchmark
Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Term Benchmark Borrowing denominated
in dollars) or four (4) Business Days (in the case of a Term Benchmark Borrowing denominated in a Foreign Currency other than Mexican
Pesos) or five (5) Business Days (in the case of a Term Benchmark Borrowing denominated in Mexican Pesos), in each case before the
date of the proposed Borrowing, (b) in the case of an RFR Borrowing, not later than 12:00 noon, New York City time, five Business
Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 12:00 noon, New York City
time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., New York City time, on the
date of the proposed Borrowing. Each Borrowing Request shall be irrevocable. Each such Borrowing Request shall specify the following
information in compliance with Section 2.01:


 


(i)             the
applicable Borrower;


 


(ii)            the
aggregate principal amount of the requested Borrowing;


 


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


 


(iv)           whether
such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or an RFR Borrowing;


 


(v)            in
the case of a Term Benchmark Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and


 


(vi)           the
location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.07, and a breakdown of the separate wires comprising such Borrowing.


 


If no election as to the Agreed Currency of any
Revolving Borrowing is specified, then the requested Revolving Borrowing shall be denominated in dollars. If no election as to the Type
of Revolving Borrowing is specified, then, in the case of a Revolving Borrowing denominated in dollars, the requested Revolving Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Revolving Borrowing, then
the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt
of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and
of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Notwithstanding the foregoing, in no event shall
any Borrower be permitted to request a Canadian Prime Rate Loan or a CBR Loan (it being understood and agreed that the Canadian Prime
Rate and a Central Bank Rate shall only apply to the extent provided in Sections 2.08(e), 2.14(a), 2.14(g) and 2.14(h)).


 






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SECTION 2.04.
[Reserved].


 


SECTION 2.05.
Swingline Loans.


 


(a)            Subject
to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lenders may agree, but
shall have no obligation, to make Swingline Loans in dollars to the Company, in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $40,000,000 in the aggregate,
(ii) the Dollar Equivalent of any Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, (iii) the
Dollar Equivalent of the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments or (iv) the aggregate principal
amount of outstanding Swingline Loans made by any Swingline Lender exceeding the Swingline Lender Sublimit of such Swingline Lender in
the aggregate; provided that the Swingline Lenders shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that
the Company may from time to time request that a Swingline Lender make Swingline Loans in excess of its individual Swingline Lender Sublimit
in effect at the time of such request, and each Swingline Lender agrees to consider any such request in good faith. Any Swingline Loan
so made by a Swingline Lender in excess of its individual Swingline Lender Sublimit then in effect shall nonetheless constitute a Swingline
Loan for all purposes of this Agreement, and shall not affect the Swingline Lender Sublimit of any other Swingline Lender, subject to
the limitations set forth in clauses (i) through (iii) of this Section 2.05(a). Within the foregoing limits and subject
to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan,
the Company shall submit a written notice to the Administrative Agent of such request by fax or through any Approved Electronic Platform,
if arrangements for doing so have been approved by the Administrative Agent, not later than 2:00 p.m., New York City time, on the day
of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will
promptly advise the applicable Swingline Lender requested to make such Swingline Loan of any such notice received from the Company. The
applicable Swingline Lender shall make each Swingline Loan available to the Company, to the extent such Swingline Lender elects to make
such Swingline Loan, by means of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement
of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment
of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed
to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 


(b)            The
Swingline Lenders may by written notice given to the Administrative Agent require the Lenders to acquire participations on such Business
Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which
the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender,
specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and
unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received
by 11:00 a.m., New York City time, on a Business Day no later than 4:00 p.m., New York City time on such Business Day and if received
after 11:00 a.m., New York City time, “on a Business Day” shall mean no later than 9:00 a.m., New York City time on the immediately
succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations
in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving
Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and
the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative
Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received
by any Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by such
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made
their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment
is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Company of any default in the payment thereof.


 






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(c)            Any
Swingline Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Swingline
Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of any Swingline
Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid interest accrued for the account of
the replaced Swingline Lender pursuant to Section 2.13(c). From and after the effective date of any such replacement, (x) the
successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect
to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lenders” shall be deemed to refer
to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall
require. After the replacement of any Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall
continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it
prior to its replacement, but shall not be required to make additional Swingline Loans.


 


(d)            Subject
to the appointment and acceptance of a successor Swingline Lender, any Swingline Lender may resign as Swingline Lender at any time upon
thirty days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such Swingline Lender
shall be replaced in accordance with Section 2.05(c) above.


 


(e)            In
addition to making Swingline Loans pursuant to the foregoing provisions of Section 2.05(a), PNC Bank as Swingline Lender may, without
the requirement for a specific request from the Company pursuant to Section 2.05(a) but subject to the conditions for funding
any Swingline Loan set forth in Section 2.05(a) and Section 4.02, make Swingline Loans to the Company in accordance with
the provisions of the agreements between the Company and PNC Bank relating to the Company’s deposit, sweep and other accounts at
PNC Bank and related arrangements and agreements regarding the management and investment of the Company’s cash assets as in effect
from time to time (the “Cash Management Agreements”) to the extent of the daily aggregate net negative balance in
the Company’s accounts which are subject to the provisions of the Cash Management Agreements. Swingline Loans made pursuant to
this Section 2.05(e) in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the limitations
as to aggregate amount set forth in Section 2.05(a), (ii) not be subject to the limitations as to individual amount set forth
in Section 2.02(c), (iii) be payable by the Company, both as to principal and interest, at the rates and times set forth in
the Cash Management Agreements (but in no event later than the Revolving Credit Maturity Date, (iv) not be made at any time after
PNC Bank has received written notice of the occurrence of an Event of Default and so long as such shall continue to exist, or, unless
consented to by the Required Lenders, a Default exists, (v) if not repaid by the Company in accordance with the provisions of the
Cash Management Agreements, be subject to each Lender's obligation pursuant to Section 2.05(b), and (vi) except as provided
in the foregoing subsections (i) through (v), be subject to all of the terms and conditions of this Article II.


 


(f)            Swingline
Lender Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Swingline Lender other than
Chase shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative
Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect
of Swingline Loans made by such Swingline Lender, including all disbursements and repayments, (ii) on each Business Day on which
such Swingline Lender makes any Swingline Loan, the date and amount of such Swingline Loan, (iii) on any Business Day on which the
Company fails to reimburse a Swingline Loan as required to be reimbursed to such Swingline Lender on such day, the date of such failure
and the applicable amount thereof, and (iv) on any other Business Day, such other information as the Administrative Agent shall
reasonably request as to the Swingline Loans made by such Swingline Lender.


 






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SECTION 2.06.
Letters of Credit.


 


(a)            General.
Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit denominated in Agreed
Currencies as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to
the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. The Company
unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s
obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the reimbursement of LC Disbursements
in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the
same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses
that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party in respect
of any such Letter of Credit). Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to
issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund
any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject
of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if
any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that
such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon
such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank
is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it,
or (iii) if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters
of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the
implementation thereof, and (y) all requests, rules, guidelines, requirements 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 not to be in effect on the Effective Date for purposes
of clause (ii) above, regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, the letters
of credit identified on Schedule 2.06 (the “Existing Letters of Credit”) shall be deemed to be “Letters
of Credit” issued on the Effective Date for all purposes of the Loan Documents.


 






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(b)            Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit through any Approved Electronic Platform,
if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business
Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying
the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the
name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend or extend such Letter
of Credit. In addition, as a condition to any such Letter of Credit issuance, the Company shall have entered into a continuing agreement
(or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each
case, as required by the Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit
Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if
(and upon issuance, amendment or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment or extension (i) the Dollar Equivalent of the aggregate LC Exposure shall not exceed $80,000,000,
(ii) no Lender’s Dollar Equivalent of Revolving Exposure shall exceed its Revolving Commitment, (iii) the Dollar Equivalent
of the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments and (iv) the Dollar Equivalent of the total
outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit.
Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any
Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued
by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without
affecting the limitations contained herein, it is understood and agreed that the Company may from time to time request that an Issuing
Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing
Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual
Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not
affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations set forth in clauses (i) through (iv) of
this Section 2.06(b).


 


(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-extension by notice from the applicable Issuing Bank
to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any extension of the expiration thereof, including, without limitation, any automatic extension
provision, one year after such extension) and (ii) the date that is ten (10) Business Days prior to the Revolving Credit Maturity
Date; provided that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods
(which shall in no event extend beyond the date referred to in clause (ii) above); provided further that, notwithstanding
the foregoing, a Letter of Credit may expire after the Revolving Credit Maturity Date if the Company provides cash collateral acceptable
to the applicable Issuing Bank in its sole discretion in accordance with Section 2.06(j) no later than sixty (60) days prior
to the Revolving Credit Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to
Section 2.23, “Revolving Credit Maturity Date” as referenced in this paragraph shall refer to the Revolving Credit Maturity
Date as extended pursuant to Section 2.23; provided that, notwithstanding anything in this Agreement (including Section 2.23
hereof) or any other Loan Document to the contrary, the Revolving Credit Maturity Date, as such term is used in reference to any Issuing
Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of
such Issuing Bank.


 






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(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of any Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable
Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph
(e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each Lender acknowledges
and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence
and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.


 


(e)            Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC Disbursement
by paying to the Administrative Agent in an amount equal to (and in the same Agreed Currency as) such LC Disbursement, not later than
12:00 p.m., Local Time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received
prior to 10:00 a.m., Local Time on the day of receipt, or (ii) the Business Day immediately following the day that the Company receives
such notice, if such notice is received after 10:00 a.m., Local Time, on the day of receipt; provided that, if such LC Disbursement
is greater than or equal to the Dollar Equivalent of $100,000, the Company may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was
made in dollars, an ABR Revolving Borrowing, Term Benchmark Revolving Borrowing or Swingline Loan in dollars in an amount equal to such
LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Term Benchmark Revolving Borrowing
or RFR Revolving Borrowing in such Foreign Currency in an amount equal to such LC Disbursement and, in each case, to the extent so financed,
the Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Term Benchmark
Revolving Borrowing, RFR Revolving Borrowing or Swingline Loan, as applicable. If the Company fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof,
and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 2.07 with respect
to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall
distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse
such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.
If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative
Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement
were made or required to be made in dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested
by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such
Foreign Currency in dollars, in an amount equal to the Dollar Equivalent thereof, calculated using the applicable Exchange Rates on the
date such LC Disbursement is made, of such LC Disbursement


 






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(f)            Obligations
Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter
of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under
a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) any payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, the Company’s obligations hereunder or (v) any adverse change in the relevant exchange rates or
in the availability of the relevant Foreign Currency to the Company or any Subsidiary or in the relevant currency markets generally.
None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit, or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising
from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank
from liability to the Company to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages,
claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are
caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful
misconduct on the part of any Issuing Bank (as finally determined by a nonappealable judgment of a court of competent jurisdiction),
such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)            Disbursement
Procedures. Each Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specified terms of
the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter
of Credit issued by such Issuing Bank. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the
Company by telephone (confirmed by telecopy or any Approved Electronic Platform) of such demand for payment and whether such Issuing
Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)            Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full
in the applicable currency on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from
and including the date such LC Disbursement is made to but excluding the date that the Company reimburses such LC Disbursement, at the
rate per annum then applicable to ABR Revolving Loans (or, in the case such LC Disbursement is denominated in a Foreign Currency, at
the Overnight Rate for such Agreed Currency plus the then effective Applicable Rate with respect to Term Benchmark Revolving Loans)
and such interest shall be due and payable on the date when such reimbursement is due; provided that, if the Company fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after
the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the
account of such Lender to the extent of such payment.


 






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(i)             Replacement
and Resignation of an Issuing Bank.


 


 (i)            Any
Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Issuing Bank. At the
time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing
Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (x) the successor Issuing Bank
shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an
Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement,
but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letters of Credit.


 


 (ii)           Subject
to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty
days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such resigning Issuing Bank
shall be replaced in accordance with Section 2.06(i)(i) above.


 


(j)             Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing
greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Company shall
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the
 “LC Collateral Account”), an amount in cash in dollars equal to 103% of the Dollar Equivalent of the LC Exposure as
of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to
undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall
be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the
obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause
(h), (k) or (l) of Article VII. The Company also shall deposit cash collateral in accordance with this paragraph as and
to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over the LC Collateral Account and the Company hereby grants the Administrative Agent a security interest
in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on
the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at
the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate
in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Obligations. If the
Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount
(to the extent not applied as aforesaid) shall be returned to the Company within three (3) Business Days after all such Events of
Default have been cured or waived as confirmed in writing by the Administrative Agent. If the Company is required to provide an amount
of cash collateral hereunder under Section 2.11(b) or Section 2.20(b), such amount (to the extent not applied as aforesaid)
shall be returned to the Company as requested by the Company (i) with respect to cash collateral required under Section 2.11(b),
so long as after giving effect to such return, all Revolving Exposures (as calculated under such Section) would be less than or equal
to the aggregate Revolving Commitments at such time and (ii) with respect to cash collateral required under Section 2.20(b),
the LC Exposure of the applicable Defaulting Lender has been fully reallocated or eliminated. In addition, and without limiting the foregoing
or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in said paragraph (c),
the Company shall immediately deposit into the LC Collateral Account an amount in cash equal to 103% of such LC Exposure as of such date
plus any accrued and unpaid interest thereon.


 






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(k)          Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank other than Chase
shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent
(i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters
of Credit issued by such Issuing Bank, including all issuances, extensions and amendments, all expirations and cancelations and all disbursements
and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends or extends any Letter of Credit, the
date of such issuance, amendment or extension, and the stated amount of the Letters of Credit issued, amended or extended by it and outstanding
after giving effect to such issuance, amendment or extension (and whether the amounts thereof shall have changed), (iii) on each
Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business
Day on which the Company fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of
such failure and the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative
Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 


(l)          LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any
document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect
at the time of determination.


 


SECTION 2.07.
Funding of Borrowings.


 


(a)          Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available
funds (i) in the case of Loans denominated in dollars, by 1:00 p.m., New York City time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage
and (ii) in the case of each Loan denominated in a Foreign Currency, by 1:00 p.m., Local Time, in the city of the Administrative
Agent’s Term Benchmark Payment Office for such currency and at such Term Benchmark Payment Office for such currency in a Dollar
Equivalent denominated in such currency equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall
be made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering the reimbursement of Letters
of Credit, the Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the funds so received
in the aforesaid account of the Administrative Agent to the Funding Account(s); provided that ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the
applicable Issuing Bank.


 






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(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans , or
in the case of Foreign Currencies, in accordance with such market practice, in each case, as applicable. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing; provided, that any
interest received from any Borrower by the Administrative Agent during the period beginning with the date the Administrative Agent funded
the Borrowing until such Lender pays such amount shall be solely for the account of the Administrative Agent.


 


SECTION 2.08.
Interest Elections.


 


(a)          Each
Borrowing initially shall be of the Type and Agreed Currency specified in the applicable Borrowing Request and, in the case of a Term
Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swingline Borrowings, which may not be converted or continued.


 


(b)          To
make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election either in writing
(delivered by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of such Borrower or through any
Approved Electronic Platform, if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing
Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type and currency resulting from
such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable. Notwithstanding
any contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any
Borrowing, (ii) elect an Interest Period for Term Benchmark Loans that does not comply with Section 2.02(d) or (iii) elect
the Canadian Prime Rate or a Central Bank Rate (it being understood and agreed that the Canadian Prime Rate and a Central Bank Rate shall
only apply to the extent provided in Sections 2.08(e), 2.14(a), 2.14(g) and 2.14(h)).


 






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(c)           Each
Interest Election Request (including requests submitted through any Approved Electronic Platform) shall specify the following information
in compliance with Section 2.02:


 


(i)          the
applicable Borrower and the principal amount of the Borrowing to which such Interest Election Request applies and, if different options
are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which
case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


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


 


(iii)        whether
the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in Dollars) or a Term Benchmark Borrowing; and


 


(iv)        if
the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period and Agreed Currency to be applicable thereto after giving
effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Term Benchmark Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest
Period of one month’s duration.


 


(d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.


 


(e)           If
any Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing in Dollars prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted or continued as a Term Benchmark Borrowing in Dollars with an Interest Period of one month’s duration.
If any Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing in a Foreign
Currency prior to the end of the Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as provided herein, such
Borrower shall be deemed to have selected that such Borrowing shall automatically be continued as a Term Benchmark Borrowing of the same
Type and in its original Agreed Currency with the shortest Interest Period available pursuant to the definition of “Interest Period”
at the end of such Interest Period.


 


Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies
the Company, then, so long as an Event of Default is continuing:


 


(i)          no
outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing;


 


(ii)         unless
repaid, each Term Benchmark Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto (or the next succeeding Business Day if such day is not a Business Day);


 


(iii)        unless
repaid, each Term Benchmark Borrowing denominated in Canadian Dollars shall, on the last day of the Interest Period applicable thereto
(or the next succeeding Business Day if such day is not a Business Day), bear interest at a rate per annum equal to the Canadian Prime
Rate plus the Applicable Rate; and


 






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(iv)        unless
repaid, each Term Benchmark Borrowing denominated in a Foreign Currency (other than Canadian Dollars) shall, on the last day of the Interest
Period applicable thereto (or the next succeeding Business Day if such day is not a Business Day), bear interest at a rate per annum
equal to the Central Bank Rate for the applicable Foreign Currency plus the Applicable Rate; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in such Foreign Currency shall either
be (A) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency)
at the end of the Interest Period or on the Interest Payment Date, as applicable, therefor or (B) prepaid at the end of the applicable
Interest Period, as applicable, in full; provided that if no election is made by the applicable Borrower by the earlier of (x) the
date that is three Business Days after receipt by such Borrower of such notice and (y) the last day of the current Interest Period
for the applicable Term Benchmark Loan, such Borrower shall be deemed to have elected clause (A) above.


 


SECTION 2.09.
Termination and Reduction of Revolving Commitments; Increase in Revolving Commitments; Incremental Term Loans.


 


(a)          Unless
previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.


 


(b)          The
Company may at any time terminate the Revolving Commitments upon the Payment in Full of all Obligations.


 


(c)          The
Company may at any time and from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Company shall
not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.11, (x) the Dollar Equivalent of the Aggregate Revolving Exposure would exceed the aggregate Revolving Commitments
or (y) the Dollar Equivalent of the total outstanding Revolving Loans and LC Exposure, in each case, denominated in Foreign Currencies,
would exceed the Foreign Currency Sublimit.


 


(d)          The
Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or
(c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness
of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction
of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in
accordance with their respective Revolving Commitments.


 


(e)          The
Company shall have the right to increase the Revolving Commitments or enter into one or more tranches of term loans (each an “Incremental
Term Loan”), in each case by obtaining additional Revolving Commitments or participations in such Incremental Term Loans, either
from one or more of the Lenders or another lending institution (other than any Ineligible Institution), provided that (i) any such
request for an increase or tranche of Incremental Term Loans shall be in a minimum amount of $50,000,000, (ii) after giving effect
thereto, the sum of the total of the additional Revolving Commitments and Incremental Term Loans does not exceed $500,000,000, (iii) the
Administrative Agent and, only in the case of any increase in the Revolving Commitments, each Swingline Lender and each Issuing Bank have
approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (iv) any such new Lender assumes all
of the rights and obligations of a “Lender” hereunder, and (v) the procedures described in Section 2.09(f) have
been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of
any Lender to increase its Revolving Commitment or participate in any tranche of Incremental Term Loans hereunder at any time.


 






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(f)            As
a condition precedent to such an increase of the Revolving Commitments or tranche of Incremental Term Loans, the Company shall deliver
to the Administrative Agent:


 


(i)          a
certificate of each Loan Party signed by an authorized officer of such Loan Party:


 


(A)        certifying
and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or tranche; and


 


(B)         in
the case of the Company, certifying that, before and after giving effect (including giving effect on a pro forma basis) to such increase
or tranche:


 


(1)          the
representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects
(or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect), except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect)
as of such earlier date (or, in the case of Incremental Term Loans the proceeds of which will be used solely to finance all or part of
a substantially concurrent Limited Condition Transaction, to the extent agreed by the Lenders providing such Incremental Term Loans, the
only representations and warranties that will be required to be true and correct in all material respects as of the applicable effective
date for such Incremental Term Loans shall be (x) the Specified Representations (conformed as necessary for such Limited Condition
Transaction) and (y) such of those under the applicable purchase agreement or other definitive agreement related to such Limited
Condition Transaction as are material to the interests of the Lenders, but only to the extent that the Company (or any Affiliate of the
Company) has the right to terminate the obligations of the Company or such Affiliate under such purchase agreement or other definitive
agreement or not consummate such Limited Condition Transaction as a result of a breach of such representations or warranties in such purchase
agreement or other definitive agreement);


 


(2)          no
Default or Event of Default exists or would result therefrom (or, in the case of Incremental Term Loans the proceeds of which will be
used solely to finance all or part of a substantially concurrent Limited Condition Transaction, to the extent agreed by the Lenders providing
such Incremental Term Loans, (x) at the time of the execution and delivery of the purchase agreement or other definitive agreement
related to such Limited Condition Transaction, no Default or Event of Default then exists or would result therefrom (such determination
to be made, at the option of the Company, as of the date the purchase agreement or other definitive agreement for such Limited Condition
Transaction is signed or as of the date the Limited Condition Transaction contemplated thereby is consummated) and (y) on the date
of effectiveness of any such Incremental Term Loans, no Event of Default under Section 7.01(a), (h), (k) or (l) then exists
or would result therefrom); and


 






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(3)          the
Company is in compliance with the financial covenants contained in Section 6.14 and Section 6.15 (which calculations in this
clause (B)(3) (x) shall each assume that such increase of the Revolving Commitments is fully drawn or such tranche of Incremental
Term Loans is fully funded, as the case may be, and (y) in the case of Incremental Term Loans the proceeds of which will be used
solely to finance all or part of a substantially concurrent Limited Condition Transaction, to the extent agreed by the Lenders providing
such Incremental Term Loans, may be tested, at the option of the Company, on the date of the execution of the purchase agreement or other
definitive agreement with respect to such Limited Condition Transaction); and


 


(ii)          legal
opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent.


 


(g)          On
the effective date of any such increase or tranche of Incremental Term Loans, (i) any Lender increasing (or, in the case of any newly
added Lender, extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available
funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving
effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of
the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and
the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and
amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion
of the Administrative Agent, in order to effect such reallocation and (ii) except in the case of any Incremental Term Loans, the
Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in
the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable,
specified by the Company to the Administrative Agent). The deemed payments made pursuant to clause (ii) of the immediately preceding
sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan and
applicable RFR Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed
payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (x) shall rank pari passu in
right of payment with the Revolving Loans, (y) shall not mature earlier than the latest Revolving Credit Maturity Date in effect
at such time (but may have amortization prior to such date) and (z) shall be treated substantially the same as (and in any event
no more favorably than) the Revolving Loans; provided that (A) the terms and conditions applicable to any tranche of Incremental
Term Loans maturing after the latest Revolving Credit Maturity Date in effect at such time may provide for material additional or different
financial or other covenants or prepayment requirements applicable only during periods after the Revolving Credit Maturity Date and (B) the
Incremental Term Loans may be priced (including, with respect to arranger fees, upfront fees, and interest rate margins) differently than
the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or amendment and restatement (an “Incremental
Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Company, each Lender
participating in such tranche and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion
of the Administrative Agent, to effect the provisions of this Section 2.09 and reflect the applicable increase in Revolving Commitments
and Incremental Term Loans. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall,
and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute
such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall
replace the old Commitment Schedule and become part of this Agreement.


 






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(h)          In
connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09, any new lending
institution becoming a party hereto shall (i) execute such documents and agreements as the Administrative Agent may reasonably request
and (ii) in the case of any new lending institution that is organized under the laws of a jurisdiction outside of the United States
of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be
necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations,
including without limitation, the USA PATRIOT Act.


 


SECTION 2.10.
Repayment of Loans; Evidence of Debt.


 


(a)          Each
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan on the Revolving Credit Maturity Date in the currency of such Loan, and (ii) to the Administrative
Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving
Credit Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving
Loan is made, the Company shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loan shall be applied
by the Administrative Agent to repay any Swingline Loans outstanding.


 


(b)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 


(c)          The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed
Currency and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)          The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.


 


(e)          Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at
all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.


 






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SECTION 2.11.
Prepayment of Loans.


 


(a)          Voluntary
Prepayments. The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with paragraph (c) of this Section and, if applicable, payment of any break funding expenses under
Section 2.16.


 


(b)          Excess
Revolving Exposure. If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of
the principal Dollar Equivalent of the Aggregate Revolving Exposure (calculated, with respect to those Credit Events denominated in Foreign
Currencies, as of the most recent Revaluation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments
or (B) the sum of the aggregate principal Dollar Equivalent of all of the outstanding Revolving Exposures denominated in Foreign
Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Revaluation Date with respect to
each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates,
(A) the sum of the principal Dollar Equivalent of the Aggregate Revolving Exposure (so calculated) exceeds 105% of the aggregate
Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Revaluation Date with respect to each such Credit
Event, exceeds 105% of the Foreign Currency Sublimit, the Company shall in each case immediately repay Borrowings or cash collateralize
LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal Dollar
Equivalent sufficient to cause (x) the principal Dollar Equivalent of the Aggregate Revolving Exposure (so calculated) to be less
than or equal to the aggregate Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign
Currency Sublimit, as applicable. All prepayments required to be made pursuant to Section 2.11(b) shall be applied, first
to prepay the Swingline Loans if such prepayment is made in Dollars, second to repay Revolving Loans in the applicable Agreed Currency
and third to cash collateralize outstanding LC Exposure.


 


(c)          Notice
of Prepayment; Application of Proceeds. The Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline
Loan, the applicable Swingline Lender) by fax or through any Approved Electronic Platform, if arrangements for doing so have been approved
by the Administrative Agent, of any prepayment under this Section: (i) in the case of prepayment of a Term Benchmark Borrowing, not
later than 10:00 a.m., Local Time, three (3) Business Days (in the case of a Term Benchmark Borrowing denominated in dollars) or
four (4) Business Days (in the case of a Term Benchmark Borrowing denominated in a Foreign Currency), in each case before the date
of prepayment, (ii) in the case of prepayment of an RFR Borrowing, not later than 12:00 noon, New York City time, five Business Days
before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time,
on the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination
of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case
of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount
of a mandatory prepayment. Except as set forth in clause (b) above, each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13
and (ii) break funding payments to the extent required by to Section 2.16.


 






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SECTION 2.12.
Fees.


 


(a)          The
Company agrees to pay to the Administrative Agent a commitment fee for the account of each Lender, which shall accrue at the Applicable
Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure and
the Swingline Exposure of a Lender shall be included in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating
the commitment fee; provided that, if such Lender continues to have any Revolving Exposure (excluding Revolving Loans) after its Revolving
Commitment terminates, then such commitment fee shall continue to accrue on the daily Dollar Equivalent of such Lender’s Revolving
Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases
to have any Revolving Exposure. Accrued commitment fees shall be payable in arrears on the fifteenth (15th) day following the last day
of each March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing
on the first such date to occur after the date hereof; provided that any fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable in
dollars for the actual number of days elapsed (including the first day and last day of each period but excluding the date on which the
Revolving Commitments terminate).


 


(b)          The
Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations
in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark
Revolving Loans on the average daily Dollar Equivalent of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which
such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between
the Company and such Issuing Bank on the daily Dollar Equivalent of the LC Exposure attributable to Letters of Credit issued by such Issuing
Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC
Exposure, as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation,
transfer, presentment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of each March, June, September and December of each year shall be payable on the
fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such
fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall
be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation
fees and fronting fees in respect of all Letters of Credit shall be paid in dollars.


 


(c)          Each
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between such Borrower and the Administrative Agent.


 


(d)          All
fees payable hereunder shall be paid on the dates due, in dollars (except as otherwise expressly provided in this Section 2.12) and
immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution,
in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 






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SECTION 2.13.
Interest.


 


(a)          The
Loans comprising each ABR Borrowing (other than any Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable
Rate.


 


(b)          The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Term Benchmark for the currency and Interest Period in effect
for such Borrowing plus the Applicable Rate. Each RFR Loan shall bear interest at a rate per annum equal to the applicable Daily
Simple RFR plus the Applicable Rate. Each CBR Loan shall bear interest at a rate per annum equal to the applicable Central Bank Rate plus
the Applicable Rate. Each Canadian Prime Loan shall bear interest at a rate per annum equal to the Canadian Prime Rate plus the
Applicable Rate.


 


(c)          Each
Swingline Loan shall bear interest at (i) the Alternate Base Rate plus the Applicable Rate or (ii) such other rate per annum
(but not less than zero) as separately agreed between any Swingline Lender and the Company.


 


(d)          Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan
as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable
to ABR Loans as provided in paragraph (a) of this Section.


 


(e)          Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears, in the same
Agreed Currency as the applicable Loan, on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination
of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan or RFR Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(f)          Interest
computed by reference to the Alternate Base Rate (except when based on the Prime Rate), the LIBO Rate or the EURIBOR Rate hereunder shall
be computed on the basis of a year of 360 days. Interest computed by reference to the Canadian Prime Rate, the CDOR Rate, the TIIE Rate,
the Daily Simple RFR with respect to Pounds Sterling, the TIBOR Rate or the Alternate Base Rate at times when the Alternate Base Rate
is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall
be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan
shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination.
The applicable Alternate Base Rate, the Adjusted LIBO Rate, the LIBO Rate, the CDOR Rate, the TIIE Rate, the Adjusted EURIBOR Rate, the
EURIBOR Rate, the Adjusted TIBOR Rate, the TIBOR Rate, the Daily Simple RFR, RFR or the Canadian Prime Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error.


 






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SECTION 2.14.
Alternate Rate of Interest; Illegality. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this ‎Section 2.14,
if:


 


(i)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of
any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate, the LIBO Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the CDOR Rate, the TIIE Rate, the Adjusted TIBOR Rate or the TIBOR Rate
(including because the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and
such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple
RFR or RFR for the applicable Agreed Currency; or


 


(ii)         the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Adjusted LIBO Rate, the LIBO Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the CDOR Rate, the TIIE Rate, the Adjusted
TIBOR Rate or the TIBOR Rate for the applicable Agreed Currency and such Interest Period will not adequately and 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 Agreed Currency
and such Interest Period or (B) at any time, the applicable Daily Simple RFR or RFR for the applicable Agreed Currency will not
adequately and 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 Agreed Currency;


 


then the Administrative Agent shall give notice
thereof to the Company and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the
Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any
Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Term Benchmark Borrowing shall be ineffective, (B) if any Borrowing Request requests a Term Benchmark Revolving Borrowing in Dollars,
such Borrowing shall be made as an ABR Borrowing, (C) if any Borrowing Request requests a Term Benchmark Borrowing in Canadian
Dollars, such Borrowing shall be made as Canadian Prime Borrowing and (D) if any Borrowing Request requests a Term Benchmark Borrowing
or an RFR Borrowing for the relevant rate above in a Foreign Currency (other than Canadian Dollars), then such request shall be ineffective;
provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings
shall be permitted.


 


Furthermore, if any Term Benchmark
Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of the notice from the Administrative
Agent referred to in this ‎Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR
Loan, then until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer
exist:


 


(i)          if
such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an
ABR Loan denominated in Dollars on such day;


 






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(ii)         if
such Term Benchmark Loan is denominated in any Foreign Currency (other than Canadian Dollars), then such Loan shall, on the last day
of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest
at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in such Foreign Currency shall, at the
Company’s election prior to such day: (A) be prepaid by the Company on such day or (B) solely for the purpose of calculating
the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed
to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans
denominated in Dollars at such time;


 


(iii)        if
such Term Benchmark Loan is denominated in Canadian Dollars, then such Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at a rate per annum equal to the
Canadian Prime Rate plus the Applicable Rate; and


 


(iv)        any
RFR Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not
a Business Day), bear interest at the Central Bank Rate for Pounds Sterling plus the Applicable Rate; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Pounds Sterling
cannot be determined, any outstanding affected RFR Loans, at the Company’s election, shall either (A) be converted into ABR
Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Pounds Sterling) immediately or (B) be prepaid in full
immediately.


 


(b)          Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”
for purposes of this ‎Section 2.14), if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate
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” with respect to Dollars 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”
with respect to any Agreed Currency 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.


 


(c)          Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan
denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference
Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current
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; provided
that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term
SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence
of a Term SOFR Transition Event and may do so in its sole discretion.


 






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(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
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 Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, an Early
Opt-in Election or an Other Benchmark Rate Election, as applicable, (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 2.14,
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 2.14.


 


(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, CDOR Rate, LIBO Rate, EURIBOR Rate, TIIE Rate
or TIBOR 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 Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for
a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans to be made, converted
or continued during any Benchmark Unavailability Period and, in the absence of such revocation, either (x) the Company will be deemed
to have converted any such request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion
to ABR Loans or (y) any request relating to a Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency shall be
ineffective. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in
any determination of ABR.


 






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Furthermore, if any Term Benchmark Loan or RFR
Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability
Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement
for such Agreed Currency is implemented pursuant to this ‎Section 2.14:


 


(i)          if
such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an
ABR Loan denominated in Dollars on such day;


 


(ii)         if
such Term Benchmark Loan is denominated in any Foreign Currency other than Canadian Dollars, then such Loan shall, on the last day of
the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at
the Central Bank Rate for the applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in such Foreign Currency shall, at the
Company’s election prior to such day: (A) be prepaid by the Company on such day or (B) solely for the purpose of calculating
the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed
to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans
denominated in Dollars at such time;


 


(iii)        if
such Term Benchmark Loan is denominated in Canadian Dollars, then such Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at a rate per annum equal to the
Canadian Prime Rate plus the Applicable Rate; and


 


(iv)        any
RFR Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not
a Business Day), bear interest at the Central Bank Rate for Sterling plus the Applicable Rate; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Pounds Sterling
cannot be determined, any outstanding affected RFR Loans, at the Company’s election, shall either (i) be converted into ABR
Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Pounds Sterling) immediately or (ii) be prepaid in
full immediately.


 


(h)          If
any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable lending office to make, maintain or fund Term Benchmark Loans or RFR Loans, or to determine or charge
interest rates based upon the applicable Term Benchmark Rate or Daily Simple RFR or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of, the applicable currency in the London or other applicable
offshore interbank market, then, on written notice thereof by such Lender to the Administrative Agent and the Company (and confirmation
that such Lender is generally suspending such loans for similarly situated borrowers), any obligation of such Lender to make or continue
Term Benchmark Loans or RFR Loans of the applicable Type or to convert ABR Loans to Term Benchmark Loans shall be suspended until such
Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. 
Upon receipt of such notice, the Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, (1) convert all Term Benchmark Loans of such Type of such Lender to (x) ABR Loans, if denominated in Dollars, (y) Canadian
Prime Loans, if denominated in Canadian Dollars and (z) CBR Loans, if denominated in a Foreign Currency other than Canadian Dollars
or Pounds Sterling, or (2) convert all RFR Loans of such Lender to CBR Loans, in each case, either on the last day of the Interest
Period therefor (or the next succeeding Business Day if such day is not a Business Day), if such Lender may lawfully continue to maintain
such Term Benchmark Loans or RFR Loans, as applicable, to such day, or immediately, if such Lender may not lawfully continue to maintain
such Term Benchmark Loans or RFR Loans, as applicable.  Upon any such prepayment or conversion, the Borrowers shall also pay accrued
interest on the amount so prepaid or converted. Prior to giving any notice contemplated above, a Lender shall designate a different lending
office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous
to such Lender in its good faith discretion.


 






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SECTION 2.15.
Increased Costs.


 


(a)            If
any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance
charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such
reserve requirement reflected in the Adjusted LIBO Rate, Adjusted EURIBOR Rate or Adjusted TIBOR Rate, as applicable) or any Issuing Bank;
or


 


(ii)         impose
on any Lender or any Issuing Bank or the London or other applicable offshore interbank market for the applicable Agreed Currency any
other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or
participation therein; or


 


(iii)        subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing
Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender, such
Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing
Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by
such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent
with similarly situated customers of the applicable Lender or the applicable Issuing Bank under agreements having provisions similar to
this Section 2.15(a) after consideration of such factors as such Lender or such Issuing Bank then reasonably determines to be
relevant).


 






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(b)          If
any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or
such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of or the Loans made
by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank,
to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the
policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from
time to time the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction
suffered as reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an
arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender or the applicable Issuing Bank
under agreements having provisions similar to this Section 2.15(b) after consideration of such factors as such Lender or such
Issuing Bank then reasonably determines to be relevant).


 


(c)          A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to
the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may
be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than
180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the applicable Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.16.
Break Funding Payments. (a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any
principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an
Event of Default or an optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other than on the
last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan
on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under ‎Section 2.11(b) and
is revoked in accordance therewith), (iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by any Borrower pursuant to ‎Section 2.19 or (v) the failure by any Borrower
to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in a Foreign Currency (other
than Pounds Sterling) on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrowers
shall compensate each Lender for the loss, cost and expense (other than any lost profits) attributable to such event. In the case of a
Term Benchmark Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate, the CDOR Rate, the TIIE Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate, as applicable, that would
have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),
over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for deposits in the applicable Agreed Currency of a comparable amount and
period from other banks in the applicable offshore interbank market for such Agreed Currency, whether or not such Term Benchmark Loan
was in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender
the amount shown as due on any such certificate within 10 Business Days after receipt thereof.


 






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(b)          With
respect to RFR Loans bearing interest by reference to an RFR that is a term rate (if any), in the event of (i) the payment of any
principal of any such RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default
or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any such RFR Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be revoked under ‎Section 2.11(b) and
is revoked in accordance therewith), (iii) the assignment of any such RFR Loan other than on the Interest Payment Date applicable
thereto as a result of a request by the Borrowers pursuant to ‎Section 2.19 or (iv) the failure by any Borrower to
make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in a Foreign Currency on its
scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrowers shall compensate each Lender
for the loss, cost and expense (other than any lost profits) attributable to such event. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall
be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business
Days after receipt thereof.


 


SECTION 2.17.
Taxes.


 


(a)          Withholding
of Taxes; Gross-Up; Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan
Document (including, without limitation, the Obligations and Guaranteed Obligations of each Loan Party) shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then
the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the
sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 2.17), the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)          Payment
of Other Taxes by Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)          Evidence
of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the
Administrative Agent.


 






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(d)           Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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
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.


 


(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (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 9.04(c) 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 such Lender from any other source against any amount due to the Administrative Agent under this
paragraph (e).


 


(f)            Status
of Lenders.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. 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 Section 2.17(f)(ii)(A),
(ii)(B) and (ii)(D) 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.


 


(ii)         Without
limiting the generality of the foregoing, in the event that the applicable Borrower is a U.S. Person,


 


(A)        any
Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative
Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 






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(B)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments
of interest under any Loan Document, an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(2)          in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed IRS Form W-8ECI;


 


(3)          in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or


 


(4)          to
the extent a Foreign Lender is not the Beneficial Owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2
or Exhibit D-3, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4
on behalf of each such direct and indirect partner;


 


(C)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(D)          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 Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by such 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 such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 






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Each Lender agrees that if
any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify such Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)  Additional United Kingdom
Withholding Tax Matters.


 


(i)          Subject
to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing, as soon as is
reasonably practicable, any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without
withholding or deduction for Taxes imposed under the laws of the United Kingdom.


 


(ii)         (A) 
A Lender on the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme
to apply to this Agreement, shall provide written notification of its scheme reference number and its jurisdiction of tax residence to
each UK Borrower and the Administrative Agent on or as soon as reasonably practicable following the Effective Date; and


 


(B)        a
Lender which becomes a Lender hereunder after the day on which this Agreement closes that (x) holds a passport under the HMRC DT
Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide written notification of its scheme reference
number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent on the date on which such Lender becomes
a Lender hereunder, and


 


(C)        Upon
satisfying either clause (A) or (B) above, such Lender shall have satisfied its obligation under paragraph (g)(i) above.


 


(iii)        If
a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above,
the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy
of such filing; provided that, if:


 


(A)        each
UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or


 


(B)        each
UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:


 


(1)          such
Borrower DTTP Filing has been rejected by HM Revenue & Customs; or


 


(2)          HM
Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within
30 days of the date of such Borrower DTTP Filing; or


 






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(3)            HM
Revenue & Customs has given such UK Borrower authority to make payments to such Lender without a deduction for tax but such authority
has subsequently been revoked or expired;


 


and in each case, such UK Borrower
has notified that Lender in writing, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities
necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the
laws of the United Kingdom.


 


(iv)           If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above,
no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that
Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.


 


(v)            Each
UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent
for delivery to the relevant Lender.


 


(vi)           Each
Lender shall provide written notification on the date on which it becomes a Lender hereunder, and without liability to any Borrower, whether
it is a UK Qualifying Lender (other than a UK Treaty Lender), a UK Treaty Lender or not a UK Qualifying Lender. If a Lender fails to indicate
its status in accordance with this Section, then such Lender shall be treated for the purposes of the Loan Documents as if it is not a
UK Qualifying Lender until such time as it notifies the Company that it is a UK Qualifying Lender.


 


(vii)          Each
Lender shall notify the Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be a UK Qualifying
Lender .


 


(h)           Treatment of
Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this
Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (h) 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 giving rise to such refund had never been paid. This paragraph
(h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)             Survival.
Each party’s obligations under this Section 2.17 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 Revolving Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document (including the Payment in Full of all Obligations).


 






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(j)             Defined Terms.
For purposes of this Section 2.17, the term “applicable law” includes FATCA.


 


SECTION 2.18.
Payments Generally; Allocation of Proceeds; Sharing of Set-offs.


 


(a)            Each
Loan Party shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements,
or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in dollars,
2:00 p.m., New York City time and (ii) in the case of payments denominated in a Foreign Currency, 2:00 p.m., Local Time, in the city
of the Administrative Agent’s Term Benchmark Payment Office for such currency, in each case on the date when due or the date fixed
for any prepayment hereunder, in immediately available funds, without set-off, recoupment or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business
Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable
Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices
at 10 S. Dearborn St., Chicago IL 60603, or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s
Term Benchmark Payment Office for such currency, except payments to be made directly to any Issuing Bank or any Swingline Lender as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of
any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise provided for herein, if any payment
hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding
the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange
regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event
was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to any Issuing
Bank or the Administrative Agent for the account of the Lenders in such Original Currency (or any Lender is unable to make a reimbursement
obligation denominated in such Original Currency to an Issuing Bank or the Administrative Agent), then all payments to be made by such
Borrower (or any such Lender) hereunder in such currency shall instead be made when due in dollars in an amount equal to the Dollar Equivalent
(as of the date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower takes all risks of
the imposition of any such currency control or exchange regulations and such Borrower agrees to indemnify and hold harmless each Issuing
Bank, the Administrative Agent and the Lenders from and against any loss resulting from any Credit Event made to or for the benefit of
such Borrower denominated in a Foreign Currency that is not repaid to such Issuing Bank, the Administrative Agent or the Lenders, as the
case may be, in the Original Currency. Without limiting the generality of the foregoing, the Administrative Agent may require that any
payments due under this Agreement be made in the U.S.


 


(b)            If
at any time that payments are not required to be applied in the manner required by Section 2.18(h) insufficient funds are received
by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 






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(c)            At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by a Borrower pursuant
to Section 2.03 or 2.05 or a deemed request as provided in this Section or may be deducted from any deposit account of a Borrower
maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Revolving
Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under
the Loan Documents and agrees that all such amounts charged shall constitute Revolving Loans (including Swingline Loans), and that all
such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable, and (ii) the Administrative
Agent to charge any deposit account of such Borrower maintained with the Administrative Agent for each payment of principal, interest
and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)            If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting
in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and
Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower
pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment
or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant,
other than to such Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.


 


(e)            Unless
the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the relevant Issuing Banks hereunder that such Borrower will not make such payment,
the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or the relevant Issuing Banks, as the case may be, the amount due. In such event, if such
Borrower has not in fact made such payment, then each of the Lenders or the relevant Issuing Banks, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.


 






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(f)             If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(e) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the applicable
Swingline Lender or the applicable Issuing Bank to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have
exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under such Sections. Application
of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its
discretion.


 


(g)            The
Administrative Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of the Obligations
(the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements, which, if provided,
will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing
period, whether of principal, interest, fees or other Obligations. If any Borrower pays the full amount indicated on a Statement on or
before the due date indicated on such Statement, such Borrower shall not be in default of payment with respect to the billing period indicated
on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less than the
total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Administrative
Agent’s or the Lenders’ right to receive payment in full at another time.


 


(h)            Any
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment
of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers) or (B) a
mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred
and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lenders
and the Issuing Banks from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second,
to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Loan Parties (other than in connection with Banking
Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth,
to prepay principal on the Loans and unreimbursed LC Disbursements, to pay any amounts owing in respect of Swap Agreement Obligations
and Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22
and to pay an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate LC Exposure, to be held as
cash collateral for such Obligations, ratably, and fifth, to the payment of any other Obligation due to the Administrative Agent
or any Lender from any Borrower or any other Loan Party.  Notwithstanding the foregoing, amounts received from any Loan Party shall
not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the Company, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any
payment which it receives to any Term Benchmark Loan, except (i) on the expiration date of the Interest Period applicable thereto,
or (ii) in the event, and only to the extent, that there are no outstanding ABR Loans and, in any such event, the Borrowers shall
pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing
and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.


 






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Notwithstanding the foregoing, Obligations arising
under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described above and paid in clause
fifth if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative
Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements.


 


SECTION 2.19.
Mitigation Obligations; Replacement of Lenders.


 


(a)            If
any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any Indemnified Taxes or additional amounts
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)            If
any Lender asserts the existence of a condition under Section 2.14(h) that prevents the availability of Term Benchmark
Borrowings or Term Benchmark Loans in the Agreed Currency, requests compensation under Section 2.15, or if any Borrower is required
to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.17, or if any Lender becomes a Defaulting Lender or a Declining Lender, then the Company may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments
pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents (or,
in the case of any such assignment resulting from a Lender having become a Declining Lender solely with respect to a specified Class of
Loans, all of its interests, rights and obligations under this Agreement as a Lender of the Class or Classes of Loans with respect
to which such Lender is a Declining Lender) to an assignee (other than an Ineligible Institution) that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received
the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04,
each Issuing Bank and each Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company (in the case of all other amounts), (iii) in the case of any such assignment resulting
from a claim under Section 2.14, such assignment will result in the availability of the applicable Class and Type of
Borrowings or Loans in the Agreed Currency, as applicable, from the replacement lender, (iv) in the case of any such assignment resulting
from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will
result in a reduction in such compensation or payments and (v) in the case of any assignment resulting from a Lender becoming a Declining
Lender, the applicable assignee shall have consented to the applicable Revolving Credit Maturity Date Extension Request. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an
assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative
Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to
an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (B) the Lender required
to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented
to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment
agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided
that any such documents shall be without recourse to or warranty by the parties thereto.


 






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SECTION 2.20.
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)            fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)            any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to ‎Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to ‎Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on
a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lenders hereunder; third, to cash collateralize
LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Company may request (so long as no
Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent
and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect
to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth,
to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event
of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction
obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of
Credit were issued at a time when the conditions set forth in ‎Section 4.02 were satisfied or waived, such payment shall be applied
solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders
pro rata in accordance with the Revolving Commitments without giving effect to clause (d) below. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral
pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(c)            such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided
in Section 9.02(c)) and the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining
whether the Required Lenders have taken or may take any action hereunder or under any other Loan Document; provided that, except as otherwise
provided in Section 9.02, this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver
or other modification requiring the consent of such Lender or each Lender directly affected thereby;


 


(d)            if
any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)             all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure referred
to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective
Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02 are satisfied at the time of
such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed
to have represented and warranted that such conditions are satisfied at such time) and (y) to the extent that such reallocation does
not, as to any non-Defaulting Lender, cause the Dollar Equivalent of such non-Defaulting Lender’s Revolving Exposure to exceed its
Revolving Commitment;


 


(ii)            if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize, for the benefit of the applicable Issuing Banks, the Company’s obligations corresponding to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set
forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)           if
the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Company
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)           if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant
to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)           if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit
fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable
Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)            so
long as such Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank shall
be required to issue, amend, extend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting
Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash
collateral will be provided by the Company in accordance with Section 2.20(d), and Swingline Exposure related to any such newly made
Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders
in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate therein).


 






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If (i) a Bankruptcy Event
or a Bail-In Action with respect to the Parent of any Lender shall occur following the date hereof and for so long as such event shall
continue or (ii) the applicable Swingline Lender or the applicable Issuing Bank has a good faith belief that any Lender has defaulted
in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Swingline Lender
shall not be required to fund any Swingline Loan and such Issuing Bank shall not be required to issue, amend or increase any Letter of
Credit, unless such Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Company or
such Lender, satisfactory to such Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such
Lender hereunder.


 


In the event that each of
the Administrative Agent, the Company, each Swingline Lender and each Issuing Bank agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted
to reflect the inclusion of such Lender’s Revolving Commitment and on the date of such readjustment such Lender shall purchase at
par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in
order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 


SECTION 2.21.
Returned Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations
(including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled
to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations
or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment
or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain
effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such
payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.


 


SECTION 2.22.
Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements
with, any Loan Party or any Subsidiary shall deliver to the Administrative Agent, promptly after entering into such Banking Services or
Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations
of such Loan Party or Subsidiary to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of
that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant
change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations
and Swap Agreement Obligations. For the avoidance of doubt, so long as Chase or its Affiliate is the Administrative Agent, neither Chase
nor any of its Affiliates providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party
shall be required to provide any notice described in this Section 2.22 in respect of such Banking Services or Swap Agreements.


 






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SECTION 2.23.
Extension of Revolving Credit Maturity Date.


 


(a)            The
Company may, by delivery of a Revolving Credit Maturity Date Extension Request to the Administrative Agent (who shall promptly deliver
a copy thereof to each of the Lenders) not less than thirty (30) days prior to the then existing Revolving Credit Maturity Date (the “Existing
Revolving Credit Maturity Date”), request that the Lenders extend the Existing Revolving Credit Maturity Date in accordance
with this Section. Each Revolving Credit Maturity Date Extension Request shall (i) specify the date to which the Revolving Credit
Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the
interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their
Revolving Commitments and/or Loans extended to such new Revolving Credit Maturity Date and the time as of which such changes will become
effective (which may be prior to the Existing Revolving Credit Maturity Date) and (iii) specify any other amendments or modifications
to this Agreement to be effected in connection with such Revolving Credit Maturity Date Extension Request; provided that no such
changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the
then Existing Revolving Credit Maturity Date unless such other approvals have been obtained. In the event that a Revolving Credit Maturity
Date Extension Request shall have been delivered by the Company, each Lender shall have the right to agree to the extension of the Existing
Revolving Credit Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each
Lender agreeing to the Revolving Credit Maturity Date Extension Request being referred to herein as a “Consenting Lender”
and, each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised
by written notice thereof, specifying the maximum amount of the Revolving Commitment and/or Loans of such Lender with respect to which
such Lender agrees to the extension of the Revolving Credit Maturity Date, delivered to the Company (with a copy to the Administrative
Agent) not later than a day to be agreed upon by the Company and the Administrative Agent following the date on which the Revolving Credit
Maturity Date Extension Request shall have been delivered by the Company (it being understood and agreed that any Lender that shall have
failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion
of its then existing Revolving Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of
such extended portion and a Declining Lender in respect of the remaining portion of its Revolving Commitment and/or Loans, and the aggregate
principal amount of each Type of Loans of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans
of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed
to such Revolving Credit Maturity Date Extension Request in respect of Revolving Commitments and/or Loans held by them, then, subject
to paragraph (c) of this Section, on the date specified in the Revolving Credit Maturity Date Extension Request as the effective
date thereof, (i) the Existing Revolving Credit Maturity Date of the applicable Revolving Commitments and/or Loans shall, as to the
Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Revolving
Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof)
shall be modified as set forth in the Revolving Credit Maturity Date Extension Request and (iii) such other modifications and amendments
hereto specified in the Revolving Credit Maturity Date Extension Request shall (subject to any required approvals (including those of
the Required Lenders) having been obtained) become effective. The Company, the Administrative Agent and the Consenting Lenders shall enter
into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to
reflect the terms of the Revolving Credit Maturity Date Extension Request. The Revolving Credit Maturity Date may be extended no more
than two times pursuant to this Section 2.23.


 






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(b)            If
a Revolving Credit Maturity Date Extension Request has become effective hereunder:


 


(i)             not
later than the fifth (5th) Business Day prior to the Existing Revolving Credit Maturity Date, the Borrowers shall make prepayments
of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.06(j),
such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such
date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrowers
shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment or extension of a Letter of Credit if, after
giving effect thereto, (A) the Dollar Equivalent of the aggregate LC Exposure would exceed $80,000,000, (B) any Lender’s
Dollar Equivalent of Revolving Exposure would exceed its Revolving Commitment, (C) the Dollar Equivalent of the Aggregate Revolving
Exposure would exceed the aggregate Revolving Commitments and (D) the Dollar Equivalent of the total outstanding Revolving Loans
and LC Exposure, in each case denominated in Foreign Currencies, would exceed the Foreign Currency Sublimit); and


 


(ii)            on
the Existing Revolving Credit Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned
or transferred as provided in paragraph (b) of this Section, terminate, and the Borrowers shall repay all the Revolving Loans of
each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with
accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that,
subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving
Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by
the Consenting Lenders in accordance with their extended Revolving Commitments;


 


(c)            The
effectiveness of any Extension Agreement shall be subject to the satisfaction on the date thereof of each of the conditions set forth
in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary
legal opinions, board resolutions and officers’ certificates of the type delivered on the Effective Date and (ii) reaffirmation
agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure
that the Revolving Commitments and Loans of the Consenting Lenders are provided with the benefit of the applicable Loan Documents.


 


(d)            Notwithstanding
any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Revolving Credit Maturity Date in
accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Revolving Commitments
and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.09(d) or
Section 2.18(b) or 2.18(d) or any other provision of this Agreement requiring the ratable reduction of Revolving Commitments
or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b);
provided that, notwithstanding anything to the contrary in this Section 2.23 or otherwise, except with respect to the termination
of the Revolving Commitments of Declining Lenders on the Existing Revolving Credit Maturity Date applicable thereto and the repayment
of outstanding Revolving Loans in connection therewith, each Revolving Borrowing, each repayment or prepayment of each Revolving Borrowing
and each reduction of the Revolving Commitments shall be made on a pro rata basis among the Lenders in accordance with their respective
Revolving Commitments, without regard to whether such Lenders are Consenting Lenders or Declining Lenders.


 






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SECTION 2.24.
Designation of Foreign Subsidiary Borrowers.


 


(a)            The
Company may at any time and from time to time designate any Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower by delivery to
the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other
conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of
this Agreement be a Foreign Subsidiary Borrower and a party to this Agreement. Each Foreign Subsidiary Borrower shall remain a Foreign
Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination
with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement.
Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower
at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Borrowing
Subsidiary Termination shall be effective to terminate the right of such Foreign Subsidiary Borrower to make further Borrowings under
this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy
thereof to each Lender.


 


(b)            Each
Eligible Foreign Subsidiary of the Company that is or becomes a “Foreign Subsidiary Borrower” pursuant to this Section 2.24
hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents,
including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such
Foreign Subsidiary Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be
valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or
taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction,
certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been
delivered to each Borrower.


 


ARTICLE III


 


Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that (and where applicable, agrees):


 


SECTION 3.01.
Organization and Qualification. Each Loan Party and each Subsidiary of each Loan Party (a) is duly organized, validly
existing and in good standing under the Requirements of Law of its jurisdiction of organization, (b) has the lawful power to own
or lease its properties and to engage in the business it presently conducts or proposes to conduct, and (c) is duly licensed or qualified
and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both
makes such licensing or qualification necessary; except in each case referred to clauses (a) (other than with respect to the Loan
Parties), (b) or (c) to the extent such failure to do so would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.


 


SECTION 3.02.
[Reserved].


 


SECTION 3.03.
Subsidiaries. Schedule 3.03 states the name of each of the Company’s Subsidiaries as of the Effective Date,
its jurisdiction of organization, the issued and outstanding Equity Interests and the owners thereof. Each of the Loan Parties has good
and marketable title to all of the Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted
Liens). All Equity Interests of the Company’s Subsidiaries have been validly issued, and all such Equity Interests are fully paid
and, in the case of each Subsidiary that is a corporation, nonassessable. All capital contributions and other consideration required to
be made or paid in connection with the issuance of such Equity Interests have been made or paid, as the case may be. As of the Effective
Date, there are no options, warrants or other rights outstanding to purchase any Equity Interests of the Company’s Subsidiaries
except as indicated on Schedule 3.03.


 






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SECTION 3.04.
Power and Authority. Each Loan Party has full power to enter into, execute, deliver and carry out this Agreement and the
other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations
under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.


 


SECTION 3.05.
Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by each Loan Party, and each
other Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party. This Agreement and each
other Loan Document constitutes legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against
such Loan Party in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law affecting the enforceability of creditors’
rights generally or limiting the right of specific performance and by general principles of equity.


 


SECTION 3.06.
No Conflict. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the
consummation of the Transactions or compliance with the terms and provisions hereof or thereof by any of them will (a) conflict with,
constitute a default under or result in any breach of (i) the terms and conditions of the certificate or articles of incorporation,
bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other
organizational documents of any Loan Party, (ii) any Requirement of Law or (iii) any agreement or instrument or order, writ,
judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it is bound or to which it or
any of its Subsidiaries is subject, or (b) other than any Lien securing the Obligations, result in (or require) the creation or enforcement
of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries;
except (in the case of clauses (a)(ii) and (iii)), to the extent that such conflict, default or breach would not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.07.
Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened
against such Loan Party or any of its Subsidiaries at law or equity before any Governmental Authority which individually or in the aggregate
would reasonably be expected to result in a Material Adverse Effect. None of the Loan Parties or any Subsidiaries of any Loan Party is
in violation of any order, writ, injunction or any decree of any Governmental Authority which would reasonably be expected to result in
a Material Adverse Effect.


 


SECTION 3.08.
Title to Properties. Each Loan Party and each Subsidiary of each Loan Party has good and marketable title to (or ownership
of) or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as
owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, and in the case of property
leased by such Loan Party, subject to the terms and conditions of the applicable leases, except where the failure to have such title or
other interest would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.


 


SECTION 3.09.
Financial Statements.


 


(a)            Historical
Statements. The Company has delivered to the Administrative Agent copies of its (i) audited consolidated year-end financial statements
for and as of the end the fiscal year ended December 27, 2020, reported on by Ernst & Young LLP, and (ii) unaudited
consolidated financial statements for the fiscal quarter and the portion of the fiscal year ended June 27, 2021, certified by a Financial
Officer (collectively, the “Historical Financial Statements”). The Historical Financial Statements were compiled from
the books and records maintained by the Company’s management, fairly present in all material respects the consolidated financial
condition of the Company and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have
been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise noted therein,
subject to normal year end audit adjustments and the absence of footnotes in the case of the Historical Financial Statements referred
to in clause (ii) above.


 






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(b)            Financial
Projections. The Company has delivered prior to the Effective Date to the Administrative Agent financial projections of the Company
and its Subsidiaries for the period from fiscal year 2021 through fiscal year 2025 derived from various assumptions of the Company’s
management (the “Financial Projections”). The Financial Projections represent the Company’s good faith estimate
of a reasonable range of possible results in light of the history of the business, present and foreseeable conditions and the intentions
of the Company’s management, it being understood that such projections are subject to significant uncertainties and contingencies
(such as those described in the Company’s periodic public financial disclosures), many of which are beyond the Company’s control,
and that no assurance can be given that the projections will be realized and actual results may differ materially. The Financial Projections
accurately reflect in all material respects the liabilities of the Company and its Subsidiaries upon consummation of the Transactions
contemplated hereby as of the Effective Date.


 


(c)            Accuracy
of Financial Statements. As of the Effective Date, neither the Company nor any Subsidiary of the Company has any liabilities, contingent
or otherwise, or forward or long-term commitments that are not disclosed in the Historical Financial Statements or in the notes thereto
and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date, and except as disclosed therein or disclosed
in writing to the Lenders on or prior to the Effective Date there are no unrealized or anticipated losses from any commitments of the
Company or any Subsidiary of the Company, in each case which would reasonably be expected to result in a Material Adverse Effect. Since
December 27, 2020, no Material Adverse Effect has occurred.


 


SECTION 3.10.
Use of Proceeds; Margin Stock.


 


(a)            Use
of Proceeds. The Loan Parties intend to use the proceeds of the Loans and Letters of Credit (i) to refinance certain existing
Indebtedness of the Company and (ii) to finance the working capital needs and general corporate purposes of the Company and its Subsidiaries,
including but not limited to transaction costs and expenses, capital expenditures, permitted stock repurchases, dividends and distributions
(including, for the avoidance of doubt, any repurchase of Equity Interests of the Company pursuant to the Specified Share Repurchase Program),
Permitted Acquisitions, permitted Investments and permitted Restricted Payments.


 


(b)            Margin
Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages in the business of extending credit for the purpose,
immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds
of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit
to others for the purpose of purchasing or carrying any margin stock or to refund Indebtedness originally incurred for such purpose, or
for any other purpose, in any such case, which entails a violation of or which is inconsistent with the provisions of Regulation U. None
of the Loan Parties or any Subsidiary of any Loan Party holds or will hold following application of the proceeds of the Loans, margin
stock in such amounts that more than twenty five percent (25%) of the value of the assets (as determined by a reasonable method) of such
Loan Party or Subsidiary (either separately or together on a consolidated basis) are or will be represented by margin stock. After applying
the proceeds of the Loans, margin stock will constitute less than twenty five percent (25%) of the value of those assets of each Loan
Party and Subsidiary (either separately or together on a consolidated basis) that are subject to any limitation on sale, pledge or other
restriction hereunder. For purposes of this Section, “assets” of the Loan Parties and any Subsidiary of any Loan Party includes,
without limitation, treasury stock that has not been retired.


 






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SECTION 3.11.
Full Disclosure.


 


(a)            Neither
this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished in writing (other than
information of a general economic or industry nature) to the Administrative Agent or any Lender in connection herewith or therewith, contains
any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and
therein, in light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected
financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time prepared (it being understood that the projected financial information is not to be viewed as facts or guaranties
of future performance, that actual results may vary materially from the projected financial information and that the Loan Parties make
no representation that the projected financial information will in fact be realized). As of the Effective Date, there is no fact known
to any Loan Party which materially adversely affects the business, property, assets, financial condition, or results of operations of
any Loan Party or any Subsidiary of any Loan Party which has not been set forth in this Agreement, in the certificates, statements, agreements
or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the Effective Date in connection with
the Transactions contemplated hereby or publicly disclosed prior to the Effective Date by the Company pursuant to its filings with the
SEC.


 


(b)            As
of the Effective Date, to the knowledge of the Company, the information included in any Beneficial Ownership Certification provided on
or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.


 


SECTION 3.12.
Taxes. All federal, state, and material local and other tax returns required to have been filed with respect to each Loan
Party or any Subsidiary of any Loan Party have been filed, and payment or adequate provision has been made for the payment of all material
taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received,
except to the extent (i)  that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings
diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been
made or (ii) other than with regard to any federal or state tax return, the failure to file or pay would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.13.
Consents and Approvals. No consent, approval, exemption, order or authorization of, or a registration or filing with, any
Governmental Authority or any other Person is required by any Requirement of Law or any agreement in connection with the execution, delivery
and carrying out of this Agreement and the other Loan Documents by any Loan Party, except (i) any that shall have been obtained or
made on or prior to the Effective Date or the execution of such Loan Document or (ii) any the failure of which to obtain or make
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.14.
No Event of Default; Compliance with Instruments. No event has occurred and is continuing and no condition exists after
giving effect to the borrowings or other extensions of credit to be made on the Effective Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Default. None of the Loan Parties or any Subsidiary of any Loan Party is in violation of (i) any
term of its, as applicable, certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate
of formation, limited liability company agreement or other organizational documents or (ii) any agreement or instrument to which
it is a party or by which it or any of its properties may be subject or bound where such violation would reasonably be expected to result
in a Material Adverse Effect.


 



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SECTION 3.15.
Patents, Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns or possesses
all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights
necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan
Party or Subsidiary, without, to the knowledge of the Loan Parties, alleged or actual conflict with the rights of others, except to the
extent such failure or conflict, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


SECTION 3.16.
Insurance. All insurance policies and other bonds to which any Loan Party is a party provide adequate coverage from reputable
and financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party and each Subsidiary of any Loan
Party in accordance with customary business practice in the industry of the Loan Parties and their Subsidiaries and owning similar properties
in localities where the Loan Parties and their Subsidiaries are located.


 


SECTION 3.17.
Compliance with Laws. The Loan Parties and their Subsidiaries are in compliance with all applicable Requirements of Law
(other than Environmental Laws or Safety Laws which are specifically addressed in Section 3.21) in all jurisdictions in which any
Loan Party or any Subsidiary of any Loan Party is presently or will be doing business, except where the failure to do so would not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 3.18.
Investment Company Act; Regulated Entities; Commodity Exchange Act. None of the Loan Parties or any Subsidiary of any Loan
Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 as such
terms are defined in the Investment Company Act of 1940. None of the Loan Parties or any Subsidiary of any Loan Party is subject to any
other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money. Each Borrower is a Qualified
ECP Guarantor.


 


SECTION 3.19.
Plans and Benefit Arrangements. Except as set forth on Schedule 3.19 or as would not reasonably be expected to have
a Material Adverse Effect:


 


(a)            The
Company and each other member of the ERISA Group are in compliance with any applicable provisions of ERISA with respect to all Benefit
Arrangements, Plans and Multiemployer Plans. There has been no Prohibited Transaction with respect to any Benefit Arrangement or any Plan
or, to the best knowledge of the Company and each member of the ERISA Group, with respect to any Multiemployer Plan, which could result
in any liability of the Company or any other member of the ERISA Group. The Company and all other members of the ERISA Group have made
when due any and all payments required to be made under any agreement relating to a Multiemployer Plan or a Multiple Employer Plan or
any Requirement of Law pertaining thereto. With respect to each Plan and Multiemployer Plan, the Company and each other member of the
ERISA Group (i) have fulfilled their obligations under the minimum funding standards of ERISA and the Code, (ii) have not incurred
any liability to the PBGC that remains outstanding, and (iii) have not had asserted against them any penalty for failure to fulfill
the minimum funding requirements of ERISA or the Code.


 


(b)            To
the best of the Company’s knowledge and to the best knowledge of each member of the ERISA Group, each Multiemployer Plan and Multiple
Employer Plan is able to pay benefits thereunder when due and no Multiemployer Plan is or expected to be insolvent (within the meaning
of Section 4245 of ERISA).


 






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(c)            None
of the assets of the Company or any member of the ERISA Group is subject to any lien arising under Section 303(k)(1) or Section 4068
of ERISA or Section 430(k) of the Code, and, to the knowledge of the Loan Parties, no fact or event exists which would give
rise to any such lien.


 


(d)            No
Plan is, or is expected to be, in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of
the Code) and no Multiemployer Plan is, or expected to be, in “endangered status” or “critical status” (as defined
in Section 305(b) of ERISA and Section 432(b) of the Code).


 


(e)            Neither
the Company nor any other member of the ERISA Group has incurred any Withdrawal Liability that remains outstanding or reasonably expects
to incur any Withdrawal Liability or other liability on account of a withdrawal from a Multiple Employer Plan. Neither the Company nor
any other member of the ERISA Group has been notified by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan
or Multiple Employer Plan has been terminated within the meaning of Title IV of ERISA and, to the best knowledge of the Company and each
member of the ERISA Group, no Multiemployer Plan or Multiple Employer Plan is reasonably expected to be terminated, within the meaning
of Title IV of ERISA.


 


(f)             All
Plans, Benefit Arrangements and Multiemployer Plans have been administered in accordance with their terms and applicable Requirements
of Law.


 


(g)            Each
Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements of any and all applicable
laws, and neither the Company nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal
from any Foreign Plan.


 


SECTION 3.20.
Employment Matters. Each of the Loan Parties and each of their Subsidiaries is in compliance with the Labor Contracts and
all applicable federal, state and local labor and employment Requirements of Law including those related to equal employment opportunity
and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, where the failure to comply would reasonably be expected to result
in a Material Adverse Effect. There are no outstanding grievances, arbitration awards or appeals therefrom arising out of the Labor Contracts
or current or threatened strikes, picketing, handbilling or other work stoppages or slowdowns at facilities of any of the Loan Parties
or any of their Subsidiaries which in any case would reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.21.
Environmental Matters and Safety Matters. Except as disclosed on Schedule 3.21:


 


(a)            None
of the Loan Parties and none of the Subsidiaries of any Loan Party has received any Environmental Complaint, whether directed or issued
to any Loan Party or relating or pertaining to any predecessor of any Loan Party or Subsidiary or to any prior owner, operator or occupant
of the Property which has caused or would reasonably be expected to result in a Material Adverse Effect, and none of such Loan Parties
or Subsidiaries have reason to believe that it might receive an Environmental Complaint which has caused or would reasonably be expected
to result in a Material Adverse Effect.


 






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(b)            No
activity of any Loan Party or any Subsidiary of any Loan Party at the Property is being or has been conducted in violation of any Environmental
Law or Environmental Permit which has caused or would reasonably be expected to result in a Material Adverse Effect and to the knowledge
of any such Loan Party of Subsidiary no activity of any predecessor of any Loan Party or Subsidiary or any prior owner, operator or occupant
of the Property was conducted in violation of any Environmental Law which has caused or would reasonably be expected to result in a Material
Adverse Effect.


 


(c)            There
are no Regulated Substances present on, in, under, or emanating from, or to any Loan Party’s or Subsidiary of any Loan Party’s
knowledge, emanating to, the Property or any portion thereof which result in Contamination and which would reasonably be expected to result
in a Material Adverse Effect.


 


(d)            Each
Loan Party and each Subsidiary of each Loan Party has all Environmental Permits and all such Environmental Permits are in full force and
effect except for those Environmental Permits which the failure to have would not reasonably be expected to result in a Material Adverse
Effect.


 


(e)            Each
Loan Party and each Subsidiary of each Loan Party has submitted to a Governmental Authority and/or maintains, as appropriate, all Environmental
Records except for those Environmental Records which the failure to submit or maintain would not reasonably be expected to result in a
Material Adverse Effect.


 


(f)             No
portion of the Property is identified or to the knowledge of each Loan Party and each Subsidiary of each Loan Party proposed to be identified
on any list of contaminated properties or other properties which pursuant to Environmental Laws are the subject of a Remedial Action by
a Governmental Authority or any other Person (including any such Loan Party or Subsidiary) except for Remedial Action that would not reasonably
be expected to result in a Material Adverse Effect.


 


(g)            No
portion of the Property constitutes an Environmentally Sensitive Area except for those portions of the Property constituting an Environmentally
Sensitive Area which would not reasonably be expected to result in a Material Adverse Effect.


 


(h)            No
lien or other encumbrance authorized by Environmental Laws exists against the Property and none of the Loan Parties nor any Subsidiary
of any Loan Party has any reason to believe that such a lien or encumbrance may be imposed, in each case, other than Permitted Liens.


 


(i)             The
activities and operations of the Loan Parties and the Subsidiaries of the Loan Parties are being conducted in compliance with applicable
Safety Laws except where the failure to comply would not reasonably be expected to result in a Material Adverse Effect.


 


(j)             The
Loan Parties and the Subsidiaries of the Loan Parties have not received any Safety Complaints which have or would reasonably be expected
to result in a Material Adverse Effect, and to the knowledge of the Loan Parties and Subsidiaries, no Safety Complaints are being threatened
which have or would reasonably be expected to result in a Material Adverse Effect and the Loan Parties and Subsidiaries have no reason
to believe that a Safety Complaint might be received or instituted which have or would reasonably be expected to result in a Material
Adverse Effect.


 


Each Loan Party and each Subsidiary of each Loan
Party has submitted to a Governmental Authority and/or maintains in its files, as applicable, all Safety Filings and Records except for
those Safety Filings and Records which the failure to submit or maintain would not reasonably be expected to result in a Material Adverse
Effect.


 






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SECTION 3.22.
Senior Debt Status. The Obligations of each Loan Party under this Agreement, and each of the other Loan Documents to which
any Loan Party is a party rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party,
except Indebtedness of such Loan Party to the extent secured by Permitted Liens that do not encumber any Collateral. There is no Lien
upon or with respect to any of the properties or income of any Loan Party or any Subsidiary of any Loan Party which secures Indebtedness
or other obligations of any Person except for Permitted Liens.


 


SECTION 3.23.
Anti-Corruption Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures reasonably
designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and employees and to
the knowledge of such Loan Party its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated
as a Sanctioned Person. None of (a) any Loan Party, any Subsidiary or any of their respective directors, officers or employees, or
(b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity
in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use
of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption
Laws or applicable Sanctions. The foregoing representations in this Section 3.23 will not apply to any party hereto to which Council
Regulation (EC) 2271/96 (the “Blocking Regulation”) applies, if and to the extent that such representations are
or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, (i) any
provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European
Union) or (ii) any similar blocking or anti-boycott law in the United Kingdom.


 


SECTION 3.24.
Solvency. After giving effect to the Transactions contemplated by this Agreement and the Loan Documents and the making of
each Loan and each issuance of a Letter of Credit hereunder, the Loan Parties, taken as a whole, are Solvent.


 


SECTION 3.25.
Affected Financial Institutions. No Loan Party is an Affected Financial Institution.


 


SECTION 3.26.
Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens
on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected
and continuing Liens on the Collateral, securing the Obligations, enforceable against the applicable Loan Party and all third parties,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over
all other Liens on the Collateral, subject to Permitted Liens to the extent any such Permitted Liens would have priority over the Liens
in favor of the Administrative Agent pursuant to any applicable law.


 






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ARTICLE IV


 


Conditions


 


SECTION 4.01.
Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)            Credit
Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto, a counterpart
of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted
by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) and (ii) duly
executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall
reasonably request in connection with the Transactions contemplated by this Agreement and the other Loan Documents, including any promissory
notes requested prior to the Effective Date by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender
and written opinions of the Loan Parties’ counsel (it being acknowledged and agreed that opinions may be provided by internal counsel
of the Loan Parties as to certain corporate capacity and authorization matters and non-New York, non-federal and non-Delaware law matters),
addressed to the Administrative Agent, the Issuing Banks and the Lenders, in each case in form and substance reasonably satisfactory to
the Administrative Agent.


 


(b)            Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company and
its Subsidiaries for the 2019 and 2020 fiscal years, (ii) unaudited interim consolidated financial statements of the Company and
its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause
(i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable
judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its
Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory
Financial Projections.


 


(c)            Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a
certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, or to the extent not available
or applicable, any authorized officer, director, manager or member, which shall (A) certify the resolutions of its Board of Directors,
members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify
by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party
and, in the case of the Company, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles
or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization
of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational
or governing documents, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization.


 


(d)            No
Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Company, dated
as of the Effective Date (i) stating that no Default has occurred and is continuing as of such date, (ii) stating that the representations
and warranties contained in the Loan Documents are true and correct in all material respects (or in all respects in the case of any representation
or warranty qualified by materiality or Material Adverse Effect) on such date (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (or in all respects in
the case of any representation or warranty qualified by materiality or Material Adverse Effect) only as of such specified date), and (iii) certifying
as to any other factual matters as may be reasonably requested by the Administrative Agent.


 


(e)            Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all reasonable out-of-pocket expenses required
to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), before the Effective
Date. All such amounts may be paid with proceeds of Loans made on the Effective Date and if paid with such proceeds, will be reflected
in the funding instructions given by the Company to the Administrative Agent on or before the Effective Date.


 






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(f)             Existing
Credit Agreement. The Administrative Agent shall have received, for the account of the applicable Persons, satisfactory evidence as
to payment of (x) all accrued and unpaid interest and fees owing under the Existing Credit Agreement immediately prior to the Effective
Date, (y) all principal of any “Swingline Loans” outstanding under and as defined in the Existing Credit Agreement immediately
prior to the Effective Date, and (z) all principal of any “Term Loans” outstanding under and as defined in the Existing
Credit Agreement immediately prior to the Effective Date.


 


(g)            Funding
Account. The Administrative Agent shall have received a notice (which notice may be in the form of a Borrowing Request or such other
form or method as approved by the Administrative Agent) setting forth the deposit account of the Company (as may be updated from time
to time by written notice from the Company to the Administrative Agent, the “Funding Account”) to which the Administrative
Agent is authorized by the Company to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.


 


(h)            Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form and
substance reasonably satisfactory to the Administrative Agent.


 


(i)             Due
Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be reasonably
satisfactory to Administrative Agent in its sole discretion.


 


(j)             USA
PATRIOT Act, Etc. At least five (5) days prior to the Effective Date, (i) the Administrative Agent and Lenders shall have
received (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested in writing of
the Borrowers at least ten (10) days prior to the Effective Date and (y) a properly completed and signed IRS Form W-8 or
W-9, as applicable, for each Loan Party and (ii) to the extent any Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to such Borrower at least ten (10) days prior
to the Effective Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such Beneficial Ownership
Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition
set forth in this clause (ii) shall be deemed to be satisfied).


 


(k)            Collateral.
The Administrative Agent shall have received:


 


(i)           the
results of a recent lien search in the jurisdiction of organization of each Loan Party, and such searches shall reveal no Liens on any
of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant
to a pay-off letter or other documentation satisfactory to the Administrative Agent;


 


(ii)          to
the extent not delivered prior to the Effective Date, the certificates representing the Equity Interests pledged pursuant to the Pledge
Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor
thereof; and


 


(iii)         to
the extent not delivered or filed prior to the Effective Date, each document (including any Uniform Commercial Code financing statements)
required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded
in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described
therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02),
all in proper form for filing, registration or recordation.


 






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(l)            Senior
Notes. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Company shall have issued (or
will substantially concurrently issue) the Senior Notes on terms and conditions reasonably satisfactory to the Administrative Agent.


 


(m)          Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, any Issuing Bank, any Lender
or their respective counsel may have reasonably requested (including, without limitation, a properly completed letter of credit application
(whether standalone or pursuant to a master agreement, as applicable) if the issuance of a Letter of Credit will be required on the Effective
Date, together with an executed copy of the applicable Issuing Bank’s master agreement for the issuance of commercial Letters of
Credit).


 


The Administrative Agent
shall notify the Company, the Lenders and the Issuing Banks of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New
York City time, on September 30, 2021 (and, in the event such conditions are not so satisfied or waived, the Revolving Commitments
shall terminate at such time).


 


SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks
to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)           The
representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
(or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) with the same
effect as though made on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit,
as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall
be required to be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified
by materiality or Material Adverse Effect) only as of such specified date).


 


(b)          At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as
applicable, no Default or Event of Default shall have occurred and be continuing.


 


Each Borrowing (other than a continuation or
conversion of any Loan) made and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 






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SECTION 4.03.
Designation of a Foreign Subsidiary Borrower. The designation of a Foreign Subsidiary Borrower pursuant to Section 2.24
is subject to the condition precedent that the Company or such proposed Foreign Subsidiary Borrower shall have furnished or caused to
be furnished to the Administrative Agent:


 


(a)           Copies,
certified by a director of such Subsidiary, of (i) its Board of Directors’ resolutions (and resolutions of other bodies, if
any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents
to which such Subsidiary is becoming a party and (ii) such documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization and existence of such Subsidiary;


 


(b)          An
incumbency certificate, executed by a director of such Subsidiary, which shall identify by name and title and bear the signature of the
officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan
Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled
to rely until informed of any change in writing by the Company or such Subsidiary;


 


(c)           Opinions
of counsel to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, with
respect to the laws of its jurisdiction of organization or incorporation and such other matters as are reasonably requested by the Administrative
Agent and addressed to the Administrative Agent and the Lenders;


 


(d)          Any
promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent; and


 


(e)           (i) The
Administrative Agent and Lenders shall have received (x) notice of the Foreign Subsidiary Borrower designation at least fifteen
(15) days prior to the date of effectiveness of the applicable Borrowing Subsidiary Agreement, (y) at least five (5) days prior
to the date of effectiveness of the applicable Borrowing Subsidiary Agreement, all documentation and other information required by bank
regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
the USA PATRIOT Act, to the extent reasonably requested in writing in respect of such Subsidiary at least ten (10) days prior to
the proposed date of effectiveness of the applicable Borrowing Subsidiary Agreement (which documentation and other information does not,
as reasonably determined by any Lender, indicate any reasonable likelihood of violations of such rules and regulations) and (z) a
properly completed and signed IRS Form W-8 or W-9, as applicable, for such Subsidiary and (ii) to the extent such Subsidiary
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written
notice to such Borrower at least ten (10) days prior to the proposed date of effectiveness of the applicable Borrowing Subsidiary
Agreement, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such Beneficial Ownership Certification.


 


ARTICLE V


 


Affirmative
Covenants


 


Until the Payment in Full
of all Obligations, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties,
with the Lenders that:


 


SECTION 5.01.
Preservation of Existence, Etc. Each Loan Party shall and shall cause each of its Subsidiaries to maintain its legal existence
and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of
its business makes such license or qualification necessary, except (i) as otherwise permitted in Section 6.06 and (ii) (other
than as to the legal existence and good standing in its jurisdiction of organization of each Loan Party) as would not reasonably be expect
to result in a Material Adverse Effect.


 






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SECTION 5.02.
Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to,
duly pay and discharge all liabilities to which it is subject or which are asserted against it, as and when the same shall become due
and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior
to the date on which penalties attach thereto, except (i) to the extent that such liabilities, including taxes, assessments or charges,
are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been made, or (ii) to the extent that failure to discharge
any such liabilities would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.03.
Maintenance of Insurance. Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and
assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended
coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks
(including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances
carrying on similar businesses and owning properties in similar localities, and with reputable and financially sound insurers, including
self-insurance to the extent customary.


 


SECTION 5.04.
Maintenance of Properties and Leases. Except if the failure to do so would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good
repair, working order and condition (ordinary wear and tear and casualty and condemnation events excepted) in accordance with the general
practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time
to time, such Loan Party will make or cause to be made all necessary repairs, renewals or replacements thereof as appropriate in the
exercise of its commercially reasonable judgment.


 


SECTION 5.05.
Maintenance of Patents, Trademarks, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in
full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and other authorizations
necessary for the ownership and operation of its properties and business if the failure so to maintain the same would reasonably be expected
to result in a Material Adverse Effect.


 


SECTION 5.06.
Visitation Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to permit any of the officers or authorized
employees or representatives of the Administrative Agent or any of the Lenders to visit, during normal business hours and inspect any
of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts
with its officers, all in such detail and at such times and as often as any of the Lenders may reasonably request, provided that each
Lender shall provide the Company and the Administrative Agent with reasonable notice prior to any visit or inspection (it being acknowledged
and agreed that (i) so long as no Default or Event of Default has occurred and is continuing, the Loan Parties shall not be obligated
to pay costs or expenses incurred by the Administrative Agent or any Lender in connection with any visit or inspection and (ii) during
the occurrence and continuation of an Event of Default, the Loan Parties shall be obligated to pay costs or expenses incurred by the
Administrative Agent or any Lender in connection with each such inspection or visit). In the event any Lender desires to visit and inspect
any Loan Party, such Lender shall make a reasonable effort to conduct such visit and inspection contemporaneously with any visit and
inspection to be performed by the Administrative Agent. Notwithstanding the foregoing, no Loan Party nor any of their respective Subsidiaries
shall be required to disclose (a) any materials subject to, to the extent not created in contemplation of the Loan Parties obligations
under the Loan Documents, a confidentiality obligation binding upon such Loan Party or such Subsidiary to the extent such disclosure
would violate such obligations, (b) any communications protected by attorney-client privilege the disclosure or inspection of which
would waive such privilege, or (c) non-financial trade secrets or non-financial proprietary information.


 






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SECTION 5.07.
Keeping of Records and Books of Account. The Company shall, and shall cause each Subsidiary of the Company to, maintain
and keep proper books of record and account which enable the Company and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Requirements of Law of any Governmental Authority having jurisdiction over the Company
or any Subsidiary of the Company, and in which full, true and correct entries shall be made in all material respects of all its dealings
and business and financial affairs covered thereby.


 


SECTION 5.08.
Plans and Benefit Arrangements. The Company shall, and shall cause each other member of the ERISA Group to, comply with
ERISA, the Code and other applicable Requirements of Law applicable to Plans, Foreign Plans and Benefit Arrangements except where such
failure, alone or in conjunction with any other failure, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.09.
Compliance with Laws . Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Requirements
of Law, including all Environmental Laws, in all respects, provided that it shall not be deemed to be a violation of this Section 5.09
if any failure to comply with any Requirement of Law would not result in fines, penalties, remediation costs, other similar liabilities
or injunctive relief which in the aggregate would reasonably be expected to result in a Material Adverse Effect. Each Loan Party will
maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by such Loan Party, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.10.
Use of Proceeds. The Loan Parties will use the Letters of Credit and the proceeds of the Loans for the purposes stated
in Section 3.10. No Loan Party shall use the Letters of Credit or the proceeds of the Loans for any purposes which contravenes any
applicable Requirement of Law or any provision hereof. The Borrowers will not request any Borrowing or Letter of Credit, and the Borrowers
shall not use, and shall procure that their Subsidiaries and their respective directors, officers, employees and agents shall not use,
the proceeds of any Borrowing or Letter of Credit (a) 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 Laws, (b) for the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country, to the extent that such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation
incorporated in the United States or the European Union, or (c) in any manner that would result in the violation of any Sanctions
applicable to any party hereto. The foregoing clauses (b) and (c) of this Section 5.10 will not apply to any party
hereto to which the Blocking Regulation applies, if and to the extent that such representations are or would be unenforceable by or in
respect of that party pursuant to, or would otherwise result in a breach and/or violation of, (i) any provision of the Blocking
Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or (ii) any
similar blocking or anti-boycott law in the United Kingdom.


 






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SECTION 5.11.
Reporting Requirements. The Company will furnish to the Administrative Agent (who shall promptly deliver to each Lender):


 


(a)           Quarterly
Financial Statements. As soon as available and in any event within forty-five (45) calendar days after the end of each of the first
three fiscal quarters in each fiscal year of the Company (commencing with the fiscal quarter ending on or about September 26, 2021),
financial statements of the Company, consisting of: (i) a consolidated balance sheet as of the end of such fiscal quarter and as
of the end of the prior fiscal year; (ii) a consolidated statement of operations for such fiscal quarter and the year-to-date period
of the then-current fiscal year, and for the corresponding fiscal quarter and year-to-date period of the prior fiscal year; (iii) a
consolidated statement of stockholders’ equity as of the end of such fiscal quarter, as of the end of the corresponding fiscal
quarter of the prior fiscal year, and as of the end of the prior fiscal year; and (iv) a consolidated statement of cash flows for
the year-to-date period of the then-current fiscal year and the corresponding year-to-date period of the prior fiscal year. Each of the
aforementioned financial statements shall be in reasonable detail and certified (subject to normal year-end audit adjustments and the
absence of footnotes) by a Financial Officer of the Company as having been prepared in accordance with GAAP, consistently applied throughout
the periods covered thereby, except as otherwise noted therein. The Loan Parties will be deemed to have complied with the delivery requirements
of this Section 5.11(a) on the date on which such documents are filed for public availability on the SEC’s Electronic
Data Gathering and Retrieval System (or any successor system) if (x) such date of public filing is within forty-five (45) calendar
days after the end of each of the first three fiscal quarters in each fiscal year of the Company (commencing with the fiscal quarter
ending September 26, 2021) and (y) the financial statements contained therein meet the requirements described in this Section.


 


(b)          Annual
Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company
(commencing with the fiscal year ending on or about December 26, 2021), financial statements of the Company consisting of a consolidated
balance sheet as of the end of such fiscal year, and related consolidated statements of operations, stockholders’ equity and cash
flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the
end of and for the preceding fiscal year, and audited by independent certified public accountants of nationally recognized standing.
The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from
a change in the method used to prepare the financial statements as to which such accountants concur or any going concern qualification
or exception that is solely with respect to, or resulting solely from, an upcoming maturity date under this Agreement occurring within
one year from the time such report is delivered). The Loan Parties will be deemed to have complied with the delivery requirements of
this Section 5.11(b) on the date on which such documents are filed for public availability on the SEC’s Electronic Data
Gathering and Retrieval System (or any successor system) if (x) such date of public filing is within ninety (90) days after the
end of each fiscal year of the Company (commencing with the fiscal year ending on or about December 26, 2021) and (y) the financial
statements contained therein meet the requirements described in this Section.


 


(c)           Certificate
of the Company. Concurrently with the financial statements of the Company furnished to the Administrative Agent pursuant to Sections
5.11(a) and 5.11(b), a certificate (each a “Compliance Certificate”) of the Company signed by a Financial Officer
of the Company, in the form of Exhibit E, to the effect that, pursuant to Section 5.11(d), (i) no Event of Default
or Default exists and is continuing on the date of such certificate and (ii) containing calculations in sufficient detail to demonstrate
compliance as of the date of such financial statements with all financial covenants contained in Sections 6.14 and 6.15.


 


(d)          Notice
of Default. Promptly after any Responsible Officer of any Loan Party has learned of the occurrence of an Event of Default or Default,
a certificate signed by any Responsible Officer setting forth the details of such Event of Default or Default and the action which such
Loan Party proposes to take with respect thereto.


 


(e)           Notice
of Litigation. Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by
any Governmental Authority or any other Person against any Loan Party or Subsidiary of any Loan Party or which if adversely determined
would reasonably be expected to result in a Material Adverse Effect.


 






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(f)            Budgets,
Forecasts, Other Reports and Information. Promptly upon their becoming available to the Company:


 


(i)         the
annual budget of the Company, to be supplied not later than February 15th of the fiscal year to which any of the foregoing
may be applicable;


 


(ii)        any
reports, notices or proxy statements generally distributed by the Company to its stockholders on a date no later than the date supplied
to such stockholders;


 


(iii)       regular
or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the Company with the SEC;


 


(iv)      a
copy of any order in any proceeding to which the Company or any of its Subsidiaries is a party issued by any Governmental Authority which
would reasonably be expected to result in a Material Adverse Effect; and


 


(v)       such
other reports and information as any of the Lenders may from time to time reasonably request to the extent (a) the confidentiality
of such information is not required by (i) Requirement of Law, (ii) to the extent not created in contemplation of any Loan
Party’s obligations under the Loan Documents, a contractual obligation to which the Company or any of its Subsidiaries is bound,
(iii) the maintenance of attorney-client privilege with respect to communications protected by such privilege or (b) such reports
or information do not constitute non-financial trade secrets or non-financial proprietary information.


 


(g)           Notices
Regarding Plans and Benefit Arrangements.


 


(i)        Certain
Events. Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action
taken or threatened by the IRS or the PBGC with respect thereto) of:


 


(A)          any
 “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan
of the Company or any other member of the ERISA Group (other than “reportable events” where the obligation to report said
 “reportable event” to the PBGC has been waived);


 


(B)           any
Prohibited Transaction which could subject the Company or any other member of the ERISA Group to a material civil penalty assessed pursuant
to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code in connection with any Plan, any Benefit
Arrangement or any trust created thereunder;


 


(C)          any
assertion of material Withdrawal Liability or material liability on account of a withdrawal from a Multiple Employer Plan;


 


(D)          any
partial or complete withdrawal from a Multiemployer Plan or Multiple Employer Plan by the Company or any other member of the ERISA Group
(or assertion thereof), where such withdrawal is likely to result in material Withdrawal Liability or other material liability on account
of such withdrawal;


 






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(E)           any
event that will subject the assets of the Company or any member of the ERISA Group to a Lien under Section 303(k)(1) or 4068
of ERISA or Section 430(k) of the Code;


 


(F)           any
Plan is determined to be in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 403(i)(4) of
the Code);


 


(G)           any
Multiemployer Plan is determined to be in “endangered status” or “critical status” (as defined in Section 305(b) of
ERISA or Section 432(b) of the Code); and


 


(H)          in
the case of any Foreign Plan, the occurrence of any termination, withdrawal or noncompliance with applicable laws or plan terms that,
alone or together with any other termination, withdrawal or noncompliance with applicable laws or plan terms that have occurred, could
reasonably be expected to result in a material liability of the Company and its Subsidiaries.


 


(h)           Notices
of Involuntary Termination and Annual Reports. Promptly after receipt thereof, copies of (a) all notices received by the Company
or any other member of the ERISA Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or
any member of the ERISA Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative
Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports,
the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any other
member of the ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any other
member of the ERISA Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule
B (Actuarial Information) to the annual report filed by the Company or any other member of the ERISA Group with the IRS with respect
to each such Plan.


 


(i)            Notice
of Voluntary Termination. Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to
Form 5310, filed with the PBGC in connection with the termination of any Plan.


 


(j)            Delivery
of Certain Documents. Without limiting anything contained in this Section 5.11, the Loan Parties will be deemed to have complied
with the delivery requirements of this Section 5.11 on the date, (i) in the case of Section 5.11(f)(ii), and (f)(iii) (or
as provided in Section 5.11(a) and (b)), on the date on which such documents are filed for public availability on the SEC’s
Electronic Data Gathering and Retrieval System (or any successor system), (ii) on which the Company posts such documents, or provides
a link thereto on the Company’s website on the Internet or (iii) on which such documents are posted on the Company’s
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access ,
in each case, if (x) such date of filing or posting is within the time periods required by this Section and (y) the financial
statements, documents or other information contained therein meets the applicable requirements described in this Section. The Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender
shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining
its copies of such documents.


 






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(k)           USA
PATRIOT Act, Etc. (i) Promptly following any request therefor, information and documentation reasonably requested by the Administrative
Agent 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 and (ii) promptly after any such occurrence,
notice of any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result
in a change to the list of beneficial owners identified in such certification.


 


SECTION 5.12.
Further Assurances.


 


(a)     As
promptly as possible but in any event within ten (10) days following the delivery of the then due Compliance Certificate (or such
later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary, or any Subsidiary
qualifies independently as, or is designated by the Company as, a Material Domestic Subsidiary pursuant to the definition of “Material
Domestic Subsidiary” during such fiscal quarter, then, in each case, the Company shall (i) provide the Administrative Agent
with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and (ii) cause
each such Material Domestic Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, which Joinder Agreement
shall be accompanied by appropriate organizational resolutions, other organizational documentation and, to the extent requested by the
Administrative Agent, legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel (it being
agreed that legal opinions in form and substance substantially consistent with such opinions delivered on the Effective Date shall be
satisfactory for this purpose). Each such Person delivering a Joinder Agreement (x) shall automatically become a Subsidiary Guarantor
hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and
(y) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in
the Equity Interests (other than Excluded Equity Interests) of each wholly-owned Domestic Subsidiary, each Foreign Subsidiary Borrower
and each wholly-owned Material Foreign Subsidiary owned by such Person together with the associated property of such Loan Party which
constitutes Collateral pursuant to the Pledge Agreement, in each case, subject to the limitations described in Section 5.12(b).


 


(b)     Concurrently
with any Person becoming a Loan Party pursuant to Section 5.12(a), or at any other time required pursuant to the Collateral Documents,
the Company will cause, and will cause each other Loan Party to cause, (i) 100% of the issued and outstanding Equity Interests of
each of its wholly-owned Domestic Subsidiaries (other than any FSHCO) and each Foreign Subsidiary Borrower owned by it and (ii) 65%
of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100%
of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in
each wholly-owned FSHCO that holds Equity Interests in any wholly-owned Material Foreign Subsidiary and in each wholly-owned Material
Foreign Subsidiary directly owned by any Loan Party, in each case, to be subject at all times to a first priority, perfected Lien in
favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, subject only to Permitted
Liens, to secure the Obligations in accordance with the terms and conditions of the Collateral Documents or other pledge or security
documents as the Administrative Agent shall reasonably request; provided that in no event shall any Loan Party be required pursuant
to this Agreement or any Collateral Document to pledge or grant a security interest in any Excluded Equity Interests. Notwithstanding
the foregoing or any other provision of the Loan Documents to the contrary, in no event shall the Loan Parties be required to take security
interest creation or perfection actions with respect to the Equity Interests of any Foreign Subsidiary under the laws of any jurisdiction
not located in the United States of America.


 






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(c)     Without
limiting the foregoing each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered,
to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01,
as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably
request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of
the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative
Agent and all at the expense of the Loan Parties.


 


ARTICLE VI


 


Negative
Covenants


 


Until the Payment in Full
of all Obligations, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties,
with the Lenders that:


 


SECTION 6.01.
Indebtedness. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create,
incur, assume or suffer to exist any Indebtedness, except:


 


(a)      Indebtedness
under the Loan Documents;


 


(b)     existing
Indebtedness as set forth on Schedule 6.01 (including any extensions or renewals thereof, provided there is no increase in the
principal amount thereof, or an earlier maturity date for any payment payable thereunder, or the provision of any additional security
or guaranties therefor or other significant change in the terms thereof (except fees and interest rates) that are materially less favorable
to the obligor thereunder than the original terms);


 


(c)      Indebtedness
in the form of capitalized leases or secured by Purchase Money Security Interests in an aggregate outstanding principal amount not to
exceed at any time the greater of (i) $30,000,000 and (ii) an amount equal to 15% of Applicable EBITDA (including any extensions
or renewals thereof, provided there is no increase in the principal amount thereof, or an earlier maturity date for any payment payable
thereunder, or the provision of any additional security or guaranties therefor or other significant change in the terms thereof (except
fees and interest rates) that are materially less favorable to the obligor thereunder than the original terms);


 


(d)      Indebtedness
of the Company or any Subsidiary to the Company or another Subsidiary;


 


(e)      Banking
Services Obligations;


 


(f)      Indebtedness
(including Swap Agreement Obligations) arising from Swap Agreements entered into in the ordinary course of business and not for speculative
purposes;


 


(g)     Guarantees
permitted under Section 6.04;


 


(h)     Indebtedness
under the Jeffersontown IRB, including Indebtedness arising in respect of the sale and leaseback of property located at 2002 Papa John’s
Boulevard, Jeffersontown, Kentucky, provided that the principal amount is not subsequently increased (such Jeffersontown IRB shall continue
to be permitted Indebtedness hereunder if DEPZZA should subsequently sell its rights thereunder to a Person which is not an Affiliate
of the Company);


 






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(i)      unsecured
Indebtedness of any Loan Party, provided that (i) such Indebtedness does not mature prior to 181 days following the latest
Revolving Credit Maturity Date then in effect, (ii) the financial maintenance covenants governing such debt shall not be more numerous
or more restrictive than the financial maintenance covenants set forth in Sections 6.14 and 6.15 (as determined by the Company in good
faith), (iii) the negative covenants, other restrictive covenants and events of default applicable to such Indebtedness shall not
be more restrictive, taken as a whole, than the negative covenants, other restrictive covenants and events of default, taken as a whole,
set forth in the Loan Documents (as determined by the Company in good faith), (iv) immediately prior to and after giving effect
(including giving effect on a pro forma basis) to the incurrence of such Indebtedness (A) no Default or Event of Default exists
or would result therefrom, (B) the Leverage Ratio is not greater than 4.75 to 1.00 and (C) the Company is in compliance with
the financial covenant set forth in Section 6.15 and (v) at the time of incurrence of such Indebtedness, a Financial Officer
of the Company shall have delivered to the Administrative Agent a certificate certifying compliance with the foregoing clauses (i) through
(iv);


 


(j)      Indebtedness
of any Person that becomes a Subsidiary of the Company as a result of a Permitted Acquisition or other Investment permitted by Section 6.04
existing on the date of such Permitted Acquisition or Investment, provided that (i) such Indebtedness was not created in anticipation
of such Permitted Acquisition or Investment, (ii) neither the Company nor any Subsidiary other than such new Subsidiary shall have
any liability or other obligation with respect to such Indebtedness and (iii) immediately prior to and after giving effect (including
giving effect on a pro forma basis) to such Permitted Acquisition or such Investment and such Indebtedness of such acquired Subsidiary
or otherwise incurred in connection therewith (A) no Default or Event of Default exists or would result therefrom and (B) the
Company is in compliance with the financial covenants set forth in Sections 6.14 (including after giving effect to any Acquisition Holiday)
and 6.15;


 


(k)     Indebtedness
in respect of performance bonds, surety bonds, appeal bonds, completion guarantees or like instruments or with respect to workers’
compensation, health, disability or other employee benefits or property, casualty or liability insurance, in each case incurred in the
ordinary course of business;


 


(l)      Indebtedness
of Foreign Subsidiaries in an aggregate outstanding principal amount not to exceed at any time the greater of (i) $15,000,000 and
(ii) an amount equal to 7.5% of Applicable EBITDA;


 


(m)    other
Indebtedness in an aggregate outstanding principal amount not to exceed at any time the greater of (i) $20,000,000 and (ii) an
amount equal to 10% of Applicable EBITDA;


 


(n)     letters
of credit issued for the benefit of Foreign Subsidiaries in an aggregate face amount not to exceed the Dollar Equivalent of $10,000,000
at any time;


 


(o)     Indebtedness
of Excluded Marketing Subsidiaries in an aggregate outstanding principal amount not to exceed $30,000,000 at any time; provided
that in no event shall any such Indebtedness be Guaranteed by, or secured by Liens on any assets of, or otherwise be recourse to, any
Loan Party in any way (provided that, for the avoidance of doubt, the Company may deliver a customary “comfort letter” in
connection with the issuance of any such Indebtedness);


 


(p)     Indebtedness
arising under the Cherokee County Transactions, including Indebtedness in respect of the sale leaseback of equipment located in Cherokee
County, Georgia, in an aggregate outstanding principal amount not to exceed $16,500,000; and


 


(q)     Indebtedness
under the Senior Notes and any guarantee thereof by any Loan Party (including any extensions or renewals thereof, provided there is no
increase in the principal amount thereof, or an earlier maturity date for any payment payable thereunder, or the provision of any additional
security or guaranties therefor or other significant change in the terms thereof (except fees and interest rates) that are materially
less favorable to the obligor thereunder than the original terms).


 






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SECTION 6.02.
Liens. Each of the Loan Parties shall not and shall not permit any of their Subsidiaries to at any time create, incur,
assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree
or become liable to do so, except Permitted Liens.


 


SECTION 6.03.
[Reserved].


 


SECTION 6.04.
Loans, Investments, Guarantees and Acquisitions. Each of the Loan Parties shall not and shall not permit any of their
Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety
for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability
of any other Person, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other
Person, or make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities
of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest
in, or make any capital contribution to, any other Person (any of the foregoing being referred to as an “Investment”),
except:


 


(a)      (i) trade
credit extended on usual and customary terms in the ordinary course of business, (ii) bank deposits in the ordinary course of business,
(iii) endorsement of negotiable instruments held for collection in the ordinary course of business and (iv) lease, utility
and other similar deposits in the ordinary course of business;


 


(b)     advances
to employees to meet expenses incurred by such employees in the ordinary course of business;


 


(c)      (i) cash
and Permitted Investments, (ii) investments by any Loan Party in Equity Interests in their respective Subsidiaries existing as of
the Effective Date, and (iii) other Investments existing on the date of this Agreement and described on Schedule 6.04;


 


(d)      Investments
to, or in, the Company or any Subsidiary (other than any disposition or other transfer of Equity Interests in any Foreign Subsidiary
Borrower to any Person that is not a Loan Party);


 


(e)      Investments
constituting Swap Agreements permitted by Section 6.01(f);


 


(f)      Permitted
Acquisitions, including Subsidiaries acquired pursuant to Permitted Acquisitions and Investments of such Subsidiaries at the time of
their respective Acquisition pursuant to Permitted Acquisitions;


 


(g)     ownership
of equity interests or securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing
to a Loan Party or any of its Subsidiaries in the ordinary course of business or as security for any such Indebtedness or claim;


 


(h)     (i) Guarantees
constituting endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business, and
(ii) Guarantees of Indebtedness of the Company and its Subsidiaries that is permitted under Section 6.01 (other than Section 6.01(g));
provided that the Senior Notes (or any replacement or refinancing thereof) may only be guaranteed by the Loan Parties;


 






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(i)      any
other Investment (other than Acquisitions or any disposition or other transfer of Equity Interests in any Foreign Subsidiary Borrower
to any Person that is not a Loan Party) so long as the aggregate amount of all such Investments does not exceed $30,000,000 at any time;


 


(j)       Investments
(other than Acquisitions or any disposition or other transfer of Equity Interests in any Foreign Subsidiary Borrower to any Person that
is not a Loan Party) not otherwise permitted by any of the foregoing, provided that immediately prior to and after giving effect (including
giving effect on a pro forma basis) to any such Investment (i) no Default or Event of Default exists or would result therefrom and
(ii) the Leverage Ratio is not greater than 4.75 to 1.00;


 


(k)      Investments
made to Cherokee County Development Authority in connection with the Cherokee County Transactions in an aggregate amount not to exceed
$16,500,000; and


 


(l)       loans
and advances to franchisees of the Company and its Subsidiaries in an aggregate amount outstanding at any time not to exceed $50,000,000.


 


SECTION 6.05.
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
(i) make or pay or (ii) agree to become or remain liable to make or pay, in each case, any dividend or other distribution of
any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking
fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity
Interests (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”),
except:


 


(a)      the
Company may declare and pay Restricted Payments with respect to its Equity Interests payable solely in additional shares of its common
stock;


 


(b)     Subsidiaries
may declare and pay dividends ratably with respect to their Equity Interests;


 


(c)      the
Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees
of the Company and its Subsidiaries;


 


(d)     the
Company may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of
the Company not to exceed $75,000,000; and


 


(e)     the
Company and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests
of the Company pursuant to the Specified Share Repurchase Program, but excluding any disposition or other transfer of Equity Interests
in any Foreign Subsidiary Borrower to any Person that is not a Loan Party) so long as immediately prior to and after giving effect (including
giving effect on a pro forma basis) to such Restricted Payment (i) no Default or Event of Default exists or would result therefrom
and (ii) the Leverage Ratio is not greater than 4.50 to 1.00.


 






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SECTION 6.06.
Liquidations, Mergers and Consolidations. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries
to, divide, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, except:


 


(a)      any
Loan Party may consolidate or merge into another Loan Party; provided that (i) for any merger or consolidation with the Company,
the Company shall be the survivor thereof and (ii) subject to the immediately preceding clause (i), for any merger or consolidation
with a Borrower, a Borrower shall be the survivor thereof;


 


(b)     any
Subsidiary of a Loan Party which is not a Loan Party may consolidate or merge into another Subsidiary of a Loan Party or any Loan Party;
provided that, for any merger or consolidation with any Loan Party, such Loan Party shall be the survivor thereof;


 


(c)     any
Subsidiary of the Company (other than a Borrower) may merge or consolidate with or into any other Person that is not an Affiliate in
connection with any disposition of such Subsidiary that is a transaction permitted by Section 6.07;


 


(d)     the
Company may dissolve, liquidate or wind-up any of its Subsidiaries that (i) are not Loan Parties or (ii) are Loan Parties (other
than any Borrower) if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company
and is not materially disadvantageous to the Lenders and such Loan Parties are being released from their obligations under the Loan Guaranty
pursuant to Section 9.16 prior to or substantially concurrently with such dissolution, liquidation or wind-up; and


 


(e)      in
connection with any Permitted Acquisition.


 


SECTION 6.07.
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries
to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or
assets, tangible or intangible, (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper,
equipment or general intangibles, with or without recourse, or of capital stock, shares of beneficial interest, partnership interests
or limited liability company interests of a Subsidiary of such Loan Party), except:


 


(a)     transactions
involving the sale of inventory in the ordinary course of business;


 


(b)     any
sale, transfer or lease of properties or assets in the ordinary course of business which are no longer necessary or required in the conduct
of such Loan Party’s or its Subsidiary’s business;


 


(c)     subject
to Section 6.08, any sale, transfer or lease of properties or assets by any Loan Party or its Subsidiary to a Loan Party or to another
Subsidiary (other than any disposition or other transfer of Equity Interests in any Foreign Subsidiary Borrower to any Person that is
not a Loan Party);


 


(d)     any
sale, transfer or lease of properties or assets in the ordinary course of business which are replaced by substitute properties or assets
acquired or leased and not otherwise prohibited by the terms of this Agreement;


 


(e)     transfers
and dispositions of cash and cash equivalents as consideration for a transaction permitted by the terms of this Agreement;


 


(f)      dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset of the Company or any Subsidiary;


 


(g)     the
termination of Swap Agreements permitted by Section 6.01(f);


 






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(h)     transactions
permitted under Section 6.06, transactions constituting Restricted Payments made pursuant to and in accordance with the provisions
of Section 6.05, and transactions constituting Investments permitted under Section 6.04;


 


(i)       forgiveness
or discounting, on a non-recourse basis and in the ordinary course of business, of past due accounts in connection with the collection
or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or
customers;


 


(j)       the
abandonment of intellectual property rights which, in the reasonable good faith determination of the Company, are no longer used or useful
to the business of any Loan Party or their respective Subsidiaries;


 


(k)      sales
or disposals or Equity Interests of any Foreign Subsidiary in order to qualify a member of the board of directors (or equivalent governing
body) of such Person if required and to the extent in accordance with Requirements of Law;


 


(l)       [reserved];


 


(m)     any
sale, transfer, lease or other disposition of properties or assets, other than those excepted pursuant to clauses (a) through (l) above
(other than any disposition or other transfer of Equity Interests in any Foreign Subsidiary Borrower to any Person that is not a Loan
Party), provided that:


 


(i)         there
shall not exist any Event of Default or Default immediately prior to and after giving effect to such sale, transfer, lease or other disposition;
and


 


(ii)        the
aggregate value of such assets sold, transferred, leased or otherwise disposed of by the Company and its Subsidiaries during any fiscal
year of the Company shall not exceed $15,000,000; provided that the foregoing dollar limitation shall not apply to or include
any sale, transfer, lease or other disposition of property for fair market value to the extent (x) the Company or such Subsidiary
shall receive at least 75% cash consideration for such sale, transfer, lease or other disposition and (y) at the time of and immediately
after giving effect (including giving effect on a pro forma basis) thereto, the Company is in compliance with the financial covenants
set forth in Section 6.14 and Section 6.15; and


 


(n)     any
sale or disposition of property pursuant to the Cherokee County Transactions, including in respect of the sale leaseback of equipment
located in Cherokee County, Georgia.


 


SECTION 6.08.
Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into
or carry out any transaction with a fair market value (as determined by the Company in good faith) in excess of $1,000,000 with any Affiliate
of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party)
unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is upon fair and reasonable terms substantially
as favorable to such Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable
arm’s-length transaction with a Person other than an Affiliate and (c) is in accordance with Requirements of Law; provided,
that the foregoing restriction shall not apply to (i) transactions between or among the Loan Parties and their respective wholly-owned
Subsidiaries, (ii) Restricted Payments permitted to be made pursuant to Section 6.05, (iii) issuances of securities
or other payments pursuant to, or the funding of, employment arrangements, indemnification agreements, stock options and stock ownership
plans approved by the board of directors or the compensation committee of the board of directors of such Loan Party or such Subsidiary,
(iv) the grant of stock options or similar rights to employees and directors of the Company and its Subsidiaries pursuant to plans
approved by the board of directors of the Company, (v) Investments permitted pursuant to Section 6.04, (vi) [reserved],
(vii) the payment of reasonable fees and expenses and the provision of customary indemnities to directors of the Company and its
Subsidiaries who are not employees of the Company or its Subsidiaries and (viii)  transactions approved pursuant to the Company’s
 “Related Person Transaction Policies and Procedures” dated effective October 27, 2017.


 






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SECTION 6.09.
[Reserved].


 


SECTION 6.10. Continuation of or Change in Business. Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to engage in any business other than the operation and franchising
of pizza delivery, dine in and carryout restaurants, together with production, manufacturing, printing, promotion and all other services
in support of such business and all reasonably similar, incidental or complementary thereto and reasonable extensions thereof.


 


SECTION 6.11.
Plans and Benefit Arrangements. Each of the Loan Parties shall not:


 


(a)      fail
to satisfy the minimum funding requirements of ERISA and the Code with respect to any Plan;


 


(b)     request
a minimum funding waiver from the IRS with respect to any Plan;


 


(c)     engage
in a Prohibited Transaction with or with respect to any Plan, Benefit Arrangement, Multiemployer Plan or Multiple Employer Plan which,
alone or in conjunction with any other circumstances or set of circumstances resulting in liability under ERISA, would reasonably be
expected to result in a Material Adverse Effect;


 


(d)     permit
any Plan to be in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of
the Code);


 


(e)      fail
to make when due any contribution to any Multiemployer Plan or Multiple Employer Plan that the Company or any member of the ERISA Group
may be required to make under any agreement relating to such Multiemployer Plan or Multiple Employer Plan, or any Requirement of Law
pertaining thereto where such failure would reasonably be expected to result in a Material Adverse Effect;


 


(f)      withdraw
(completely or partially) from any Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to withdraw)
from any Multiple Employer Plan, where any such withdrawal would reasonably be expected to result in a Material Adverse Effect;


 


(g)     terminate,
or institute proceedings to terminate, any Plan or Foreign Plan, where such termination would reasonably be expected to result in a Material
Adverse Effect;


 


(h)     provide
any form of security under Code Section 436(f) in order to avoid funding-based limits on benefits and benefit accruals under
any Plan, as required under Code Section 436, or make any amendment to a Plan for which contributions (in addition to contributions
required under ERISA Section 303) are required under Section 206(g)(2) of ERISA;


 


(i)       fail
to give any and all notices and make all disclosures and governmental filings required under ERISA or the Code, where such failure would
reasonably be expected to result in a Material Adverse Effect; or


 






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(j)       fail
to pay any required premiums or contributions with respect to any Benefit Arrangement when due, where such failure would reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 6.12.
Fiscal Year. The Company shall not, and shall not permit any Subsidiary of the Company (other than RSC) to, unless it shall
have provided thirty (30) days’ prior written notice to the Administrative Agent (or such shorter period as may be approved by
the Administrative Agent in its sole discretion), change its fiscal year from the fifty-two (52)/fifty-three (53) week fiscal year beginning
on the Monday closest to December 31 of each calendar year and ending on the last Sunday in December of each calendar year;
provided, however that if during any calendar year December 31 is a Sunday such fifty-two (52)/fifty-three (53) week period shall
begin on January 1 of the immediately following calendar year.


 


SECTION 6.13.
Changes in Organizational Documents. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
amend in any material respect its applicable certificate or articles of incorporation, by-laws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or other organizational documents without, in the case of the
Loan Parties only, providing prompt, but in any event on or prior to the date of the delivery of the next Compliance Certificate, notice
to the Administrative Agent and, in the event such change would be materially adverse to the enforcement rights of the Lenders under
the Loan Documents, obtaining the prior written consent of the Required Lenders.


 


SECTION 6.14.
Maximum Leverage Ratio. The Loan Parties shall not permit the Leverage Ratio, calculated as of the end of each fiscal quarter
of the Company ending on or after September 26, 2021 for the period equal to the four (4) fiscal quarters then ended, to exceed
5.25 to 1.00 (the “Maximum Leverage Ratio”); provided that, in the event any Loan Party consummates a Permitted
Acquisition having aggregate consideration in excess of $200,000,000 and, after giving pro forma effect to such acquisition, the Leverage
Ratio would exceed 5.25 to 1.00, then, in any such case, so long as no Event of Default shall be continuing at such time or would result
therefrom (after giving effect to this proviso), the Company may elect to increase the Maximum Leverage Ratio in effect at such time
by 0.50 to 1.00 for the fiscal quarter in which such acquisition occurs and the immediately following three (3) consecutive fiscal
quarters thereafter (any such period of increase in the Maximum Leverage Ratio, an “Acquisition Holiday”); provided,
further, that no election to utilize an Acquisition Holiday shall be permitted unless one full fiscal quarter shall have passed
since the last day of the prior Acquisition Holiday.


 


SECTION 6.15.
Minimum Interest Coverage Ratio. The Loan Parties shall not permit the Interest Coverage Ratio, calculated as of the end
of each fiscal quarter of the Company ending on or after September 26, 2021 for the period equal to the four (4) fiscal quarters
then ended, to be less than 2.00 to 1.00.


 






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SECTION 6.16.
Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or assume or become bound
by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan
Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational
formation or governing document prohibiting (a) the creation or assumption of any Lien or encumbrance upon any such Loan Party’s
or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment
of dividends or distributions to any Borrower or to make or repay Loans to any Borrower or to Guaranty Indebtedness of any Borrower or
(c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties
of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed
by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed
by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction
or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Lien, (iii) customary
provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained
in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property
that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software
and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or
intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject
to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness
permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement,
(vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture
agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long
as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, (viii) agreements
relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign
Subsidiary and its assets) and (ix) with respect to clauses (a) and (b), the Senior Notes Documents.


 


ARTICLE VII


 


Events
of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)     any
Borrower shall fail to pay (i) any principal of any Loan (including scheduled installments, mandatory prepayments or the payment
due at maturity) or LC Disbursement when such principal or LC Disbursement is due hereunder or (ii) any interest on any Loan or
any other Obligation owing hereunder or under the other Loan Documents within five (5) Business Days after such interest or other
Obligation becomes due in accordance with the terms hereof or thereof (whether at stated maturity, by acceleration or otherwise);


 


(b)     any
representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document,
or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been
false or misleading in any material respect as of the time it was made or furnished;


 


(c)      any
of the Loan Parties shall default in the observance or performance of any covenant contained in Section 5.03, Section 5.06,
Section 5.10 or Article VI;


 


(d)     any
of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other
Loan Document and such default shall continue unremedied for a period of thirty (30) days after any Responsible Officer of any Loan Party,
as the case may be, becomes aware of the occurrence thereof (such grace period to be applicable only in the event such default can be
remedied by corrective action of the Loan Parties);


 






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(e)     a
default or event of default or breach shall occur at any time under the terms of any other agreement involving Indebtedness under which
any Loan Party or any Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $35,000,000 in the aggregate,
and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto,
whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default
(after giving effect to any applicable period of grace) permits or causes the acceleration of any Indebtedness (whether or not such right
shall have been waived) or the termination of any commitment to lend; provided, that this paragraph (e) shall not apply to
(x) Indebtedness that becomes due as a result of customary non-default mandatory prepayments events, such as asset dispositions,
casualty and condemnation events, or issuances of debt or equity, if such transaction is permitted hereunder and under the documents
providing for such Indebtedness or (y) Indebtedness that becomes due as a result of the exercise by any holder thereof of conversion,
exchange or similar rights related to the value of the Company’s equity securities, in the case of each of clause (x) and
clause (y), as long as such Indebtedness is paid when due, redeemed for cash or converted into or exchanged for equity securities of
the Company pursuant to the terms of such Indebtedness;


 


(f)      any
final judgments or orders for the payment of money in excess of $35,000,000 (other than to the extent any such judgment is covered by
insurance (other than under a self-insurance program) provided by a financially sound insurer to the extent a claim therefor has been
made in writing and liability therefor has not been denied by the insurer) in the aggregate shall be entered against any Loan Party by
a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period
of sixty (60) days from the date of entry;


 


(g)     any
of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the Loan Party executing the same or
such Loan Party’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof
or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall
in any way be challenged or contested by a Loan Party or cease to give or provide the remedies, powers or privileges intended to be created
thereby in favor of the Administrative Agent and the Lenders;


 


(h)     any
Loan Party or any Significant Subsidiary shall generally become unable, admit in writing its inability or publicly declare its intention
not to, or fail generally, to pay its debts as they become due;


 


(i)       any
of the following occurs, the occurrence of which would reasonably be expected to result in a Material Adverse Effect: (i) any Reportable
Event which constitutes grounds for the termination of any Plan by the PBGC or the appointment of a trustee to administer or liquidate
any Plan, shall have occurred and be continuing; (ii) proceedings shall have been instituted or other action taken to terminate
any Plan, or a termination notice shall have been filed with respect to any Plan; (iii) a trustee shall be appointed to administer
or liquidate any Plan; (iv) the PBGC shall give notice of its intent to institute proceedings to terminate any Plan or Plans or
to appoint a trustee to administer or liquidate any Plan; and, in the case of the occurrence of (i), (ii), (iii), or (iv) above,
the Administrative Agent determines in good faith that the amount of the Loan Parties’ liability is likely to exceed ten percent
(10%) of its consolidated tangible net worth; (v) the Company or any member of the ERISA Group shall fail to make any contributions
when due to a Plan, Multiemployer Plan or Multiple Employer Plan; (vi) any Loan Party or any Subsidiary provides any form of security
under Code Section 436(f) in order to avoid funding-based limits on benefits and benefit accruals under any Plan, as required
under Code Section 436, or make any amendment to a Plan for which contributions (in addition to contributions required under ERISA
Section 303) are required under Section 206(g)(2) of ERISA; (vii) the Company or any other member of the ERISA Group
shall withdraw completely or partially from a Multiemployer Plan; or (viii) the Company or any other member of the ERISA Group shall
withdraw (or shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan and, with respect to
any of the events specified in (v), (vi), (vii), or (viii), the occurrence of which would reasonably be expected to result in a Material
Adverse Effect; or (ix) in the case of any Foreign Plan, a termination, withdrawal or noncompliance with applicable laws or plan
terms shall have occurred that, when taken together with all other terminations, withdrawals or noncompliance with applicable laws or
plan terms that have occurred, would reasonably be expected to result in a Material Adverse Effect;


 






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(j)       (i) any
person or group of persons (within the meaning of Section 13(d) or Section 14(a) of the Securities Exchange Act of
1934, as amended) other than John H. Schnatter (or his estate or beneficiaries) shall have acquired beneficial ownership of (within the
meaning of Rule 13d-3 promulgated by the SEC under said Act) forty percent (40%) or more of the voting capital stock of the Company,
(ii) within a period of twelve (12) consecutive calendar months, individuals who were directors of the Company on the first day
of such period, together with any directors whose election by such board of directors or whose nomination for election by the shareholders
was approved by a vote of the majority of the directors then in office shall cease to constitute a majority of the board of directors
of the Company or (iii) the Company ceases to own, directly or indirectly, and control 100% (other than directors’ qualifying
shares) of the ordinary voting and economic power of any Foreign Subsidiary Borrower;


 


(k)      a
proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect
of any Loan Party or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency, reorganization or
other similar Requirement of Law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Loan Party or Significant Subsidiary for any substantial part of its property,
or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period
of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding;


 


(l)       any
Loan Party or any Significant Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such
law, or shall consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator,
conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any
of the foregoing; or


 


(m)     except
as permitted by the terms of any Loan Document, or solely as a result of acts or omissions of the Administrative Agent or any of its
Related Parties, (i) any Collateral Document shall for any reason fail to create a valid security interest in any Collateral purported
to be covered thereby, (ii) any Lien securing any Obligation shall cease to be a perfected, first priority Lien to the extent required
by the Loan Documents; or (iii) any Collateral Document shall fail to remain in full force or effect or any action shall be taken
to discontinue or to assert the invalidity or unenforceability of any Collateral Document;


 


then, and in every such event (other than an
event with respect to a Borrower described in (k) or (l) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take any or
all of the following actions, at the same or different times: (i) terminate the Revolving Commitments, whereupon the Revolving Commitments
shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as
among the Loans at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall become due and payable immediately, in
each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) require
cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof and (iv) exercise on behalf of itself, the
Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and
applicable law; and in the case of any event with respect to a Borrower described in clause (k) or (l) of this Article, the
Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure
as provided in clause (iii) above, together with accrued interest thereon and all fees and other Obligations accrued hereunder and
under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations
as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or
at law or equity, including all remedies provided under the UCC.


 






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In addition to any other rights and remedies
granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Secured Parties
may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived by each Borrower on behalf of itself and its Subsidiaries), may in such
circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by
any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable,
and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit
bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere,
upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery,
all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each Borrower on
behalf of itself and its Subsidiaries. Each Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s
request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall
reasonably select, whether at the premises of such Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the
net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every
kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating
to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, and only after such
application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of
the UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law,
each Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or any
Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other
disposition.


 






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ARTICLE VIII


 


The
Administrative Agent


 


SECTION 8.01.
Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative
Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under
the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf
and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such
agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing
Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents
to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under
such Loan Documents.


 


(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless
the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing
Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any
action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the
Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


 


(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent,
fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein
and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood
and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the
Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine
of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative
relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative
Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions
contemplated hereby; and


 






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(ii)            nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account;


 


(d)            The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and
nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 


(e)            None
of any Co-Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under
this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons
shall have the benefit of the indemnities provided for hereunder.


 


(f)             In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any 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 any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:


 


(i)             to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements 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, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03)
allowed in such judicial proceeding; and


 


(ii)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 






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and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each
other Secured Party 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, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent
any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under ‎Section 9.03).
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 or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in
any such proceeding.


 


(g)            The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except
solely to the extent of any Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, no
Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.
Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees
of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


SECTION 8.02.
Administrative Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any of
its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any
of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own
gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by
a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Loan Party or any officer thereof contained in this Agreement or 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 for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance
on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)            The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described
in ‎Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02”
in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Company,
or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of
Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Company, a Lender or an Issuing
Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement,
warranty or representation made in or in connection with any Loan Document, (B) the contents of any certificate, report or other
document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (D) the sufficiency,
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (E) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which
on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition
that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent, or (F) the creation,
perfection or priority of Liens on the Collateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not
be liable for, or be responsible for any Liabilities, costs or expenses suffered by any Borrower, any Subsidiary, any Lender or any Issuing
Bank as a result of, any determination of the Revolving Exposure, any of the component amounts thereof or any portion thereof attributable
to each Lender or Issuing Bank, or any Exchange Rate or calculation of any Dollar Equivalent.


 






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(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with ‎Section 9.04, (ii) may rely on the Register to the extent set forth in
‎Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants
and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and
shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan
Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an
Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have
received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of
such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or
any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any
electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone
and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person
in fact meets the requirements set forth in the Loan Documents for being the maker thereof).


 


SECTION 8.03.
Posting of Communications. (a) Each Borrower agrees that the Administrative Agent may, but shall not be obligated to,
make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain,
SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved
Electronic Platform”).


 


(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and each Borrower acknowledges and agrees that the
distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for
approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrowers
hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such
distribution.


 






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(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
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 THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY
CO-DOCUMENTATION AGENT, ANY CO-SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED
ELECTRONIC PLATFORM.


 


“Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any
Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank
by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)            Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic
communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice
may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)             Each
of the Lenders, each of the Issuing Banks and the Borrowers agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(f)             Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION 8.04.
The Administrative Agent Individually. With respect to its Revolving Commitment, Loans (including Swingline Loans) and Letters
of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be.
The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the
Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking,
trust or other business with, any Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as
the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.


 






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SECTION 8.05.
Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior
written notice thereof to the Lenders, the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed.
Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and
the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate
of any such bank. In either case, such appointment shall be subject to the prior written approval of the Company (which approval may not
be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any
appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become
vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as
Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations
under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative
Agent its rights as Administrative Agent under the Loan Documents.


 


(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date
of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue
to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession
of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent
is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain
the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be
made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative
Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s
resignation from its capacity as such, the provisions of this Article and ‎Section 9.03, as well as any exculpatory,
reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso
under clause (i) above.


 






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SECTION 8.06.
Acknowledgements of Lenders and Issuing Banks. (a) Each Lender and each Issuing Bank represents and warrants that (i) the
Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial
loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary
course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender
and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance
upon the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank,
or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it
is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein,
as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to
make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such
commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and
without reliance upon the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender
or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates)
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt
of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory
to, the Administrative Agent or the Lenders on the Effective Date.


 


(c)            (i) Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any
such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each
day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the
Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender
shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender under this ‎Section 8.06(c) shall be conclusive, absent manifest error.


 






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(ii)            Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is
in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any
of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but
in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof)
as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date
such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 


(iii)           The
Borrowers and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by any Borrower or any other Loan Party.


 


(iv)          Each
party’s obligations under this ‎Section 8.06(c) shall survive the resignation or replacement of the
Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Revolving Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


SECTION 8.07.
Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with ‎Section 9.08
or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any
right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed
that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured
Parties in accordance with the terms thereof.


 


(b)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services, the obligations under which
constitute Obligations and no Swap Agreement, the obligations under which constitute Obligations, will create (or be deemed to create)
in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of
the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party
to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative
Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a
Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
clause (h) of the definition of Permitted Lien. The Administrative Agent shall not be responsible for or have a duty to ascertain
or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority
or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith,
nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain
any portion of the Collateral.


 






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SECTION 8.08.
Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of
some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or
through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions
of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions
to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by
(or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any
applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to
be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations
with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall
vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle
or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall
be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles,
(ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further
action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative
Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions
by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests
thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required
Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle
or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions
by the Required Lenders contained in ‎Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition
vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which
were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such
acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition
vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used
to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to
the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall
automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests
and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the
need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations
of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured
Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party
which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request
in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the
transactions contemplated by such credit bid.


 


SECTION 8.09.
Certain ERISA Matters. (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, and each Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Revolving Commitments,


 






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(ii)             the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Revolving Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Revolving Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving 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 Revolving Commitments and this Agreement,
or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
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, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of any Borrower or any other Loan Party, that none of the Administrative Agent, or any Arranger, any Co-Syndication Agent, any Co-Documentation
Agent or any of their respective Affiliates is a fiduciary with respect to the Collateral or 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).


 


SECTION 8.10.
Rights under English Law.(a) The Administrative Agent declares that it shall hold all Liens on Collateral governed
by English law on trust for itself and each of the other Secured Parties on the terms contained in this Agreement.


 


(b)            The
rights, powers, authorities and discretions given to the Administrative Agent under or in connection with the Loan Documents shall be
supplemental to the Trustee Act 1925 (United Kingdom) and the Trustee Act 2000 (United Kingdom) and in addition to any which may be vested
in the Administrative Agent by law or regulation or otherwise.


 


(c)            Section 1
of the Trustee Act 2000 (United Kingdom) shall not apply to the duties of the Administrative Agent in relation to the trusts constituted
by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 (United Kingdom) or the Trustee Act 2000 (United Kingdom)
and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail and,
in the case of any inconsistency with the Trustee Act 2000 (United Kingdom), the provisions of this Agreement shall constitute a restriction
or exclusion for the purposes of that Act.


 






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ARTICLE IX


 


Miscellaneous


 


SECTION 9.01.
Notices.


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)            if
to any Loan Party, to it in care of the Company at:


 


Papa John’s International, Inc.

2002 Papa John’s Blvd.

Louisville, Kentucky 40299


	 	Attention:	Ann Gugino, Chief Financial Officer
	 	 	Chris Collins, Vice President, Treasury and Tax





E-Mail: Ann_Gugino@papajohns.com


Chris_Collins@papajohns.com


 


In each case, with a copy to:


 


Papa John’s International, Inc.

2002 Papa John’s Blvd.

Louisville, Kentucky 40299

Attention: Chief Legal Officer

Fax No: (502) 261-4190


E-Mail: caroline_oyler@papajohns.com


 


(ii)            if
to the Administrative Agent, to Chase at:


 


In the case of any Borrowing denominated in dollars:


 


JPMorgan Chase Bank, N.A.


Loan and Agency


10 South Dearborn, Floor L2


Suite IL1-0480


Chicago, IL, 60603-2300


Attention: Sean Melvin


E-Mail: jpm.agency.cri@jpmorgan.com


 






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In the case of Borrowings denominated in Foreign Currencies:


 


J.P. Morgan Europe Limited

25 Bank Street

Canary Wharf, London E14 5JP

Attention: The Manager, Loan & Agency Services

Fax No.: 44 207 777 2360


E-Mail: loan_and_agency_london@jpmorgan.com


 


In each case, with a copy to:


 


JPMorgan Chase Bank, N.A.


3424 Peachtree Road NE, 23rd Floor


Atlanta, GA 30326


Attention: Blakely Engel


Fax No.: 844-753-7635


E-Mail: blakely.engel@jpmorgan.com


 


(iii)            if
to Chase in its capacity as an Issuing Bank, to Chase at:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn Street, Floor L2


Suite IL1-0480


Chicago, IL 60603-2300


Attention: Chicago LC Agency Activity Team


Fax No.: 214-307-6874


E-Mail: Chicago.LC.Agency.Activity.Team@JPMChase.com


 


(iv)            if
to Chase in its capacity as a Swingline Lender, to Chase at:


 


JPMorgan Chase Bank, N.A.


10 South Dearborn Street, Floor L2


Suite IL1-0480


Chicago, IL 60603-2300


Attention: Briahna Amos


Fax No.: 844-490-5663


E-Mail: jpm.agency.cri@jpmorgan.com


 


(v)            if
to PNC Bank in its capacity as a Swingline Lender, to PNC Bank at:


 


PNC Bank, National Association


101 South Fifth Street


K1-K201-37-2


Louisville, KY 40202


Attention: William Nusky


Fax: 502.581.7904


Telephone No: 502.581.4969


Email: bryan.nusky@pnc.com


 


(vi)            if
to any other Lender or Issuing Bank, to it at its address or fax number set forth in its Administrative Questionnaire.


 


All such notices and other communications (i) sent
by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when received, (ii) sent
by telecopy shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient,
or (iii) delivered through Approved Electronic Platforms to the extent provided in paragraph (b) below shall be effective as
provided in such paragraph (b).


 






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(b)            Notices
and other communications to any Loan Party or any Lender hereunder may be delivered or furnished by using Approved Electronic Platforms
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II
or to compliance and no Default certificates delivered pursuant to Section 5.11(d) unless otherwise agreed by the Administrative
Agent and the applicable Lender. Each of the Administrative Agent and the Company (on behalf of the Loan Parties) may, in its discretion,
agree to accept notices and other communications to it hereunder by using Approved Electronic Platforms or 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 proscribes, all such notices and other communications (i) 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 not given during the normal business hours of
the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for
the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available
and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail 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 of the recipient.


 


(c)            Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the
other parties hereto.


 


SECTION 9.02.
Waivers; Amendments.


 


(a)            No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan
Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted
by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice
or knowledge of such Default at the time.


 


(b)            Except
as provided in Section 2.09 with respect to any Incremental Term Loan Amendment or modification of the Commitment Schedule, in Sections
2.14(b), (c) and (d), and in Section 2.23 with respect to any Extension Agreement, and subject to the other provisions of this
Section 9.02, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified
except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company and the Required
Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent and the Loan Party or Loan Parties that are parties thereto; provided that no such agreement shall:


 


(i)             increase
the Revolving Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender),


 






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(ii)            reduce
or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest
or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby (except that any amendment, waiver or modification of (x) the financial covenants in this Agreement (or defined
terms used in the financial covenants in this Agreement) or (y) the default rate payable under Section 2.13(d), in each case,
shall only require the approval of the Required Lenders),


 


(iii)           postpone
any scheduled date of payment of the principal amount of any Loan or LC Disbursement (excluding voluntary prepayments), or any date for
the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender (including any such
Lender that is a Defaulting Lender) directly affected thereby (other than any reduction of the amount of, or any extension of the payment
date for, the mandatory prepayments required under Section 2.11, in each case which shall only require the approval of the Required
Lenders),


 


(iv)           change
the last sentence of Section 2.09(d) or Section 2.18(b) or (d) in a manner that would alter the ratable reduction
of Revolving Commitments or the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting
Lender) directly or adversely affected thereby,


 


(v)            change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant
any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby (it being
understood that, solely with the consent of the parties prescribed by Section 2.09 to be parties to an Incremental Term Loan Amendment, Incremental
Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Revolving Commitments and the
Revolving Loans are included on the Effective Date),


 


(vi)           release
any Borrower or release all or substantially all of the Loan Guarantors from their obligations under its Loan Guaranty (except as otherwise
permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender),


 


(vii)         change
Section 2.18(h) or Section 2.20 in any manner without the written consent of each Lender (other than any Defaulting Lender),


 


(viii)        change
the definition of “Foreign Currencies” without the written consent of each Lender, or


 


(ix)           except
as provided in Section 9.02(g) or in any Collateral Document, release all or substantially all of the Collateral without the
written consent of each Lender (other than any Defaulting Lender);


 






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provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any
Swingline Lender or any Issuing Bank hereunder without the prior written consent of the Administrative Agent, such Swingline Lender or
such Issuing Bank, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent of the Administrative
Agent, each Swingline Lender and each Issuing Bank); provided further that (x) no such agreement shall amend or modify the provisions
of Section 2.06 or any Letter of Credit Agreement or any letter of credit application and any bilateral agreement between the Company
and any Issuing Bank regarding such Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Company
and such Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent
and such Issuing Bank, respectively and (y) no such agreement shall amend or modify the provisions of Section 2.05 or any bilateral
agreement between the Company and any Swingline Lender regarding such Swingline Lender’s Swingline Lender Sublimit without the prior
written consent of the Administrative Agent and such Swingline Lender, respectively. The Administrative Agent may also amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 9.04.


 


(c)            If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”),
then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity (other than any Ineligible Institution) which is reasonably satisfactory
to the Company, the Administrative Agent, each Swingline Lender and each Issuing Bank shall agree, as of such date, to purchase for cash
the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all
purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply
with the requirements of clause (b) of Section 9.04, and (ii) the Company shall pay to such Non-Consenting Lender in same
day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting
Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on
the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than
sold to the replacement Lender. Each party hereto agrees that (A) an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable,
an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative
Agent and such parties are participants), and (B) the Lender required to make such assignment need not be a party thereto in order
for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following
the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to
evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse
to or warranty by the parties thereto.


 


(d)            Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement
or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency; provided that any such amendment,
modification or supplement shall not be materially adverse to the Lenders.


 






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(e)            Notwithstanding
the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, the Administrative Agent, the Company
and each Lender participating in any Incremental Term Loans or additional Revolving Commitments, may, without the input or consent of
the Required Lenders or any other Lender, execute any Incremental Term Loan Amendment or otherwise effect amendments to this Agreement
or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect any such Incremental
Term Loans or additional Revolving Commitments in connection with the provisions of Sections 2.09(e) through (h).


 


(f)            Notwithstanding
the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, the Administrative Agent and the Company,
may, without the input or consent of the Required Lenders or any other Lender, effect amendments to this Agreement or any other Loan Document,
as may be necessary or appropriate, in the opinion of the Administrative Agent, in connection with the addition or replacement of an Issuing
Bank or the addition or replacement of a Swingline Lender.


 


(g)            The
Secured Parties hereby irrevocably authorize the Administrative Agent (or its designee) to, and the Administrative Agent shall, release
any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Obligations,
(ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative
Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively
on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the
Equity Interests of a Subsidiary, the Administrative Agent is authorized to release the Loan Guaranty provided by such Subsidiary and
all Liens on any Collateral provided by such Subsidiary, (iii) as required to effect any sale or other disposition of such Collateral
in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII, and (iv) as
otherwise provided in Section 9.16. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens
on Collateral without the prior written authorization of the Required Lenders or, to the extent required by Section 9.02, all of
the Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly
being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds
of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent
of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any
certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders
or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


SECTION 9.03.
Expenses; Indemnity; Damage Waiver.


 


(a)            The
Loan Parties, jointly and severally, shall pay all (i) reasonable and documented out of pocket expenses incurred by the Administrative
Agent, the Arrangers and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one
primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent) in connection with the
syndication and distribution (including, without limitation, via the internet or through an Approved Electronic Platform) of the credit
facility provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of
the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable
and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment or extension of any Letter
of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, any Issuing Bank or any Lender (including the fees, charges and disbursements of one primary counsel and one local counsel in each
specialty or relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and in the case
of an actual or perceived conflict of interest, one or more additional counsel of the applicable type for each group of Lenders similarly
situated, taken as a whole) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.


 






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(b)            The
Loan Parties, jointly and severally, shall indemnify the Administrative Agent, each Arranger, each Co-Syndication Agent, each Co-Documentation
Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the reasonable and documented
out-of-pocket fees, charges and disbursements of one primary counsel and one local counsel in each specialty or relevant jurisdiction
for the Indemnitees, taken as a whole, and in the case of an actual or perceived conflict of interest, one or more additional counsel
of the applicable type for each group of Indemnitees similarly situated, taken as a whole, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including
any refusal by any Issuing Bank 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), (iii) any actual or alleged presence or Contamination of
Regulated Substances on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related
in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required
receipts or other required documentary evidence with respect to a payment made by such Loan Party for Taxes pursuant to Section 2.17,
or (v) any Proceeding, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective
equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) material breach in bad
faith by such Indemnitee or any of its Affiliates of its express obligations under this Agreement pursuant to a claim initiated by any
Borrower or (z) any dispute solely among Indemnitees (other than (A) any claims directly resulting from an act or omission by
any Borrower or any of its Affiliates or (B) any claims against any Indemnitee acting in its capacity or in fulfilling its role as
an arranger, Administrative Agent, a Swingline Lender, an Issuing Bank or any similar role in respect of the credit facility evidenced
by this Agreement).


 


(c)            To
the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof),
any Swingline Lender or any Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, such Swingline Lender or such Issuing Bank (or any Related Party of any
of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount (it being understood that any such payment by the Lenders shall not relieve
a Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty,
liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Swingline Lender
or such Issuing Bank in its capacity as such.


 






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(d)            To
the extent permitted by applicable law (i) any Borrower and any Loan Party shall not assert, and each Borrower and each Loan Party
hereby waives, any claim against any Indemnitee for any Liabilities arising from the use by others of information or other materials (including,
without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including
the Internet), except for damages that are determined by final and nonappealable judgment of a court of competent jurisdiction to have
arisen or resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, and (ii) no party hereto shall
assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter
of Credit or the use of the proceeds thereof; provided that, nothing in this ‎Section 9.03(d) shall relieve
any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in ‎Section 9.03(b), against any
special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(e)            All
amounts due under this Section shall be payable promptly but not later than ten (10) Business Days after written demand therefor.


 


SECTION 9.04.
Successors and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Loan
Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph
(c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the
Issuing Banks and the Lenders) 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 Persons (other than an Ineligible Institution)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed) of:


 


(A)            the
Company, provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and provided further
that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event
of Default under clause (a), (c) (but solely in respect of Section 6.14 or 6.15), (h), (k) or (l) of Article VII
has occurred and is continuing, any other assignee;


 






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(B)            the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of a Revolving Commitment
or Revolving Loan to an assignee that is a Lender (other than a Defaulting Lender) with a Revolving Commitment immediately prior to giving
effect to such assignment;


 


(C)            each
Issuing Bank; provided that no consent of any Issuing Bank shall be required for an assignment of all or any portion of an Incremental
Term Loan; and


 


(D)            each
Swingline Lender; provided that no consent of any Swingline Lender shall be required for an assignment of all or any portion of an Incremental
Term Loan.


 


(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 Revolving Commitment or Loans, the amount of the Revolving 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 unless each of the Company and the Administrative Agent otherwise consent,
provided that no such consent of the Company shall be required if an Event of Default under clause (a), (c) (but solely in
respect of Section 6.14 or 6.15), (h), (k) or (l) of Article VII has occurred and is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about
the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities
laws.


 


For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 






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“Ineligible Institution”
means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) company, investment vehicle or trust for, or owned
and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, with respect to clause (c),
such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the
primary purpose of acquiring any Loans or Revolving Commitments, (y) is managed by a professional advisor, who is not such natural
person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has
assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar
extensions of credit in the ordinary course of its business or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)          Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section.


 


(iv)           The
Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices 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 Revolving
Commitments of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and each Borrower, the
Administrative Agent, the Issuing Banks 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 Company, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either
the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or
(e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest
thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 


(c)            Any
Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, any Swingline Lender or any Issuing Bank, sell
participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitments
and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged;
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the
Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17
(subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) and (g) (it being understood
that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of
this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17 with respect to any participation
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation.


 






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Each Lender that sells a
participation agrees, at any Borrower’s request and expense, to use reasonable efforts to cooperate with such Borrower to effectuate
the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any Revolving Commitments,
Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such Revolving Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.


 


(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


SECTION 9.05.
Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other
Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any other Loan Document or any provision
hereof or thereof.


 






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SECTION 9.06.
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)            This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to (i) fees payable to the Administrative Agent, (ii) increases or reductions of the
Swingline Lender Sublimit of any Swingline Lender and (iii) increases or reductions of the Issuing Bank Sublimit of any Issuing
Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.


 


(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
‎Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan
Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic
Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary
Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include
Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or
any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any
form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative
Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Company
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 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 Company and each Loan Party hereby
(A) agrees 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 Company 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, (B) the Administrative Agent and each of the Lenders may, at its option, create one or
more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any
format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document
(and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and
enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability
of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement,
such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and
(D) waives any claim against any Indemnitee 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 Company
and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic
Signature.


 






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SECTION 9.07.
Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


SECTION 9.08.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each
of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at
any time held and other obligations at any time owing by such Lender, such Issuing Bank or any such Affiliate to or for the credit or
the account of any Loan Party against any of and all Obligations held by such Lender or such Issuing Bank or their respective Affiliates,
irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under the Loan Documents and although
such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff,
(x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with
the provisions of ‎Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds
and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The applicable Lender, Issuing Bank or Affiliate shall notify the Borrowers
and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such set-off or application under this Section. The rights of each Lender, each Issuing Bank and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which
such Lender, such Issuing Bank or their respective Affiliates may have.


 


SECTION 9.09.
Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)            This
Agreement and the other Loan Documents shall be construed in accordance with and governed by the law of the State of New York.


 






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(b)            Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other
Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall be construed
in accordance with and governed by the law of the State of New York.


 


(c)             Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject
matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions
relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party
claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the
extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower,
any Loan Party or its properties in the courts of any jurisdiction.


 


(d)            Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(e)             Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Foreign
Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge on its behalf,
service of any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 9.09(c) in
any federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms that the Company has
agreed to accept such appointment (and any similar appointment by a Subsidiary Guarantor which is a Foreign Subsidiary). Said designation
and appointment shall be irrevocable by each such Foreign Subsidiary Borrower until all Loans, all reimbursement obligations, interest
thereon and all other amounts payable by such Foreign Subsidiary Borrower hereunder and under the other Loan Documents shall have been
paid in full in accordance with the provisions hereof and thereof and such Foreign Subsidiary Borrower shall have been terminated as
a Borrower hereunder pursuant to Section 2.24. Each Foreign Subsidiary Borrower hereby consents to process being served in any suit,
action or proceeding of the nature referred to in Section 9.09(c) in any federal or New York State court sitting in New York
City by service of process upon the Company as provided in this Section 9.09(e); provided that, to the extent lawful and
possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt
requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower at its address set forth in the Borrowing Subsidiary
Agreement to which it is a party or to any other address of which such Foreign Subsidiary Borrower shall have given written notice to
the Administrative Agent (with a copy thereof to the Company). Each Foreign Subsidiary Borrower irrevocably waives, to the fullest extent
permitted by law, all claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every
respect effective service of process upon such Foreign Subsidiary Borrower in any such suit, action or proceeding and shall, to the fullest
extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary Borrower.
To the extent any Foreign Subsidiary Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal
process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise),
each Foreign Subsidiary Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 






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SECTION 9.10.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


SECTION 9.11.
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.12.
Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees 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 (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to
any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document
or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations,
(g) on a confidential basis to (1) any rating agency in connection with rating the Company or its Subsidiaries or the credit
facility provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the credit facility provided for herein, (h) with the consent of the Company, (i) to any Person
providing a Guarantee of all or any portion of the Obligations, or (j) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Issuing
Bank or any Lender on a non-confidential basis from a source other than a Borrower that is not, to the knowledge of the Administrative
Agent, the Issuing Banks or any Lender, subject to contractual or fiduciary confidentiality obligations owing to such Borrower or any
of its Subsidiaries. For the purposes of this Section, “Information” means all information received from the Company
relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank
or any Lender on a non-confidential basis prior to disclosure by the Company from a source other than the Company that is not, to the
knowledge of the Administrative Agent, the Issuing Banks or any Lender, subject to contractual or fiduciary confidentiality obligations
owing to any Borrower or any of its Subsidiaries and other than information pertaining to this Agreement routinely provided by arrangers
to data service providers, including league table providers, that serve the lending industry.


 






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EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE OTHER
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


SECTION 9.13.
Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and
not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined
in Regulation U) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding,
no Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.


 


SECTION 9.14.
USA PATRIOT Act, Etc.. Each Lender that is subject to the requirements of the USA PATRIOT Act and the Beneficial Ownership
Regulation hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation,
as applicable, it is or may be required to obtain, verify and record information that identifies such Loan Party, which information includes
the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with
the USA PATRIOT Act and includes such ownership information as required under the Beneficial Ownership Regulation, as the case may be.


 


SECTION 9.15.
Disclosure. Each Loan Party, each Lender and each Issuing Bank hereby acknowledges and agrees that the Administrative Agent
and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan
Parties and their respective Affiliates.


 






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SECTION 9.16.
Releases of Loan Guarantors and Collateral.


 


(a)             A
Subsidiary Guarantor shall automatically be released from its obligations under the Loan Guaranty and the Collateral Documents (and any
Collateral pledged or granted by such Subsidiary Guarantor to the Administrative Agent shall automatically be released) upon the consummation
of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided
that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent
shall not have provided otherwise.


 


(b)            Further,
the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any
Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Obligations,
(ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative
Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively
on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of
the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release the Loan Guaranty provided by such Subsidiary
and all Liens on any Collateral provided by such Subsidiary, (iii) as required to effect any sale or other disposition of such Collateral
in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII, (iv) to the
extent such Collateral constitutes Excluded Equity Interests, and (v) as otherwise provided in this Section 9.16.


 


(c)             Upon
Payment in Full of all Obligations, the Loan Guaranty, all Collateral Documents and all obligations (other than those expressly stated
to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument
or performance of any act by any Person.


 


(d)            In
connection with any termination or release pursuant to this Section 9.16, the Administrative Agent shall (and is hereby irrevocably
authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan
Party shall reasonably request to evidence such termination or release, including the delivery to the Borrowers of all certificated Equity
Interests and other possessory Collateral. Any execution and delivery of documents pursuant to this Section shall be without recourse
to or warranty by the Administrative Agent.


 


SECTION 9.17.
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation to the date of repayment, shall have been received by such Lender.


 






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SECTION 9.18.
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 Borrower acknowledges and
agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length
commercial transactions between such Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other
hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) such Borrower 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) each of the Lenders and their Affiliates 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 acting
as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its
Affiliates has any obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in
the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of a Borrower
and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to any Borrower or its
Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against each
of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect
of any transaction contemplated hereby.


 


Each Loan Party further acknowledges
and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates is a full service
securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial
services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or
acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments
(including bank loans and other obligations) of, any Loan Party or its Affiliates and other companies with which any Loan Party may have
commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of
its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by
the holder of the rights, in its sole discretion.


 


In addition, each Loan Party
acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing
debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which a Loan
Party or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will
use confidential information obtained from the Borrowers by virtue of the transactions contemplated by the Loan Documents or its other
relationships with the Borrowers or their Subsidiaries in connection with the performance by such Credit Party of services for other
companies, and no Credit Party will furnish any such information to other companies. Each Loan Party also acknowledges that no Credit
Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Loan Party,
confidential information obtained from other companies.


 


SECTION 9.19.
Marketing Consent. Each Borrower hereby authorizes Chase and its affiliates, at their respective sole expense, but without
any prior approval by such Borrower, to publish such tombstones and give such other publicity to this Agreement as each may from time
to time determine in its sole discretion. The foregoing authorization shall remain in effect unless such Borrower notifies Chase in writing
that such authorization is revoked.


 






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SECTION 9.20.
Acknowledgement and Consent to Bail-In of Affected 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 Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-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 Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


SECTION 9.21.
Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any
Loan Party hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency
at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non appealable judgment
is given. The obligations of any Borrower and any other Loan Party in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that
on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due
in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than
the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Loan Party agrees,
to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds
(a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18,
such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the applicable Loan Party.


 


SECTION 9.22.
Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens,
for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or
any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain
possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative
Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance
with the Administrative Agent’s instructions.


 






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SECTION 9.23.
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements 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.


 


ARTICLE X


 


Loan
Guaranty


 


SECTION 10.01.
Guaranty. Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as a primary obligor and
not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Lenders, the prompt payment when due, whether at
stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations of such Loan Guarantor. Each
Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further
assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty
apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of
the Guaranteed Obligations.


 


SECTION 10.02.
Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any
right to require the Administrative Agent, any Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor
of, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”),
or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 






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SECTION 10.03.
No Discharge or Diminishment of Loan Guaranty.


 


(a)            Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to
any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed
Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise
of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the existence, structure or ownership
of the Borrowers or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of
any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against
any Obligated Party, the Administrative Agent, any Issuing Bank, any Lender, or any other Person, whether in connection herewith or in
any unrelated transactions.


 


(b)            The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 


(c)            Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the
Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any
part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations
of the Borrowers for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of
the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect
to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in
the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any
manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as
a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).


 


SECTION 10.04.
Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based
on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other
than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan
Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice
not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or
any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense
to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any collateral held by it by one or more judicial
or nonjudicial sales, accept an assignment of any such collateral in lieu of foreclosure or otherwise act or fail to act with respect
to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations,
make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party,
without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty, except to the extent the Guaranteed
Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives
any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.


 






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SECTION 10.05.
Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation,
a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Banks and the Lenders.


 


SECTION 10.06.
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including
a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by any Lender or its Affiliate
in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated
at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Banks and the Lenders are
in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the
insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative
Agent.


 


SECTION 10.07.
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and
the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none
of the Administrative Agent, any Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to
it regarding those circumstances or risks.


 


SECTION 10.08.
Termination. Each of the Loan Guarantors’ obligations under this Loan Guaranty shall remain in full force and effect
until termination of any such Loan Guarantor’s obligations pursuant to Section 9.16.


 


SECTION 10.09.
Payments Generally. The parties hereto acknowledge and agree that each of the Guaranteed Obligations shall be due and payable
in the same currency as such Guaranteed Obligation is denominated, but if currency control or exchange regulations are imposed in the
country which issues such currency with the result that such currency no longer exists or the relevant Loan Guarantor is not able to
make payment in such currency, then all payments to be made by such Loan Guarantor hereunder in such currency shall instead be made when
due in dollars in an amount equal to the Dollar Equivalent (as of the date of payment) of such payment due, it being the intention of
the parties hereto that each Loan Guarantor takes all risks of the imposition of any such currency control or exchange regulations.


 


SECTION 10.10.
Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor
hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under
Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s obligations
hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into
account.


 






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SECTION 10.11.
Contribution.


 


(a)            To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking
into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which
otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined
below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the
Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and all Revolving Commitments
and Letters of Credit have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank, and this Agreement, the Swap Agreement Obligations and the Banking
Services Obligations have terminated, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from,
and be reimbursed by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts
in effect immediately prior to such Guarantor Payment.


 


(b)            As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable
value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that
is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)            This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)            The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)            The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the
full and indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not yet arisen) and
the termination or expiry (or, in the case of all Letters of Credit, full cash collateralization), on terms reasonably acceptable to
the Administrative Agent and the applicable Issuing Bank (in the case of Letters of Credit), of the Revolving Commitments and all Letters
of Credit issued hereunder and the termination of this Agreement, the Swap Agreement Obligations and the Banking Services Obligations.


 


SECTION 10.12.
Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to
and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Banks and the Lenders under
this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the
other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.


 






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SECTION 10.13.
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under
this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this
Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under
this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor
intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first
above written.


 


	 	PAPA JOHN’S INTERNATIONAL, INC.,
	 	as the Borrower
	 	 
	 	By: 	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Chief Financial Officer
	 	 
	 	Papa John’s
    USA, Inc.,
	 	as a Subsidiary Guarantor
	 	 
	 	By:	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Chief Financial Officer
	 	 
	 	Preferred Marketing
    Solutions, Inc.,
	 	as a Subsidiary Guarantor
	 	 
	 	By:	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Vice President
	 	 
	 	Capital Delivery, Ltd.,
	 	as a Subsidiary Guarantor
	 	 
	 	By:	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title:		President
	 	 
	 	PJ Food Service, Inc.,
	 	as a Subsidiary Guarantor
	 	 
	 	By: 	/s/ Ann B.
    Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Vice President
	 	 
	 	Trans Papa Logistics, Inc.,
	 	as a Subsidiary Guarantor
	 	 
	 	By:	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Vice President



 


Signature Page to Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	PAPA JOHN’S
    FRANCHISING, LLC,
	 	as a Subsidiary Guarantor
	 	 
	 	By: 	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Vice President
	 	 
	 	PAPA JOHN’S
    USA-GEORGIA, INC.,
	 	as a Subsidiary Guarantor
	 	 
	 	By:	/s/
    Ann B. Gugino
	 	Name: 	 	Ann B. Gugino
	 	Title: 	 	Vice President



 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A., individually
    as a Lender, and as Administrative Agent, Swingline Lender and an Issuing Bank
	 	 
	 	By:	/s/
    Blakely Engel
	 	Name: 	 	Blakely Engel
	 	Title: 	 	Vice President



 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/
    Anthony Luppino
	 	Name: 	 	Anthony Luppino
	 	Title:		Senior Vice President



 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By: 	/s/
    Shelly Stephenson
	 	Name: 	 	Shelly Stephenson
	 	Title:		Senior Vice President



 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.



 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/
    David A. Wombwell
	 	Name: 	 	David A. Wombwell
	 	Title: 	 	Senior Vice President



 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    





 


	 	TRUIST BANK, as a Lender




 


	 	By:	/s/ Alysa Trakas







	 	Name: Alysa Trakas
	 	Title:   Director




 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender




 


	 	By:	/s/ Darcy McLaren







	 	Name: Darcy McLaren
	 	Title:   Managing Director






 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	BARCLAYS BANK PLC, as a Lender




 


	 	By:	/s/ Ritam Bhalla







	 	Name: Ritam Bhalla
	 	Title:   Director








 


Signature
Page to Amended and Restated Credit Agreement

Papa John’s International, Inc.


 






    


     


    

 


	 	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender




 


	 	By:	/s/ Van Brandenburg







	 	Name: Van Brandenburg
	 	Title:   Managing Director










 


	 	By:	/s/ Mira Gohil







	 	Name: Mira Gohil
	 	Title:   Vice President












 






    


     


    

 








COMMITMENT SCHEDULE


 


	Lender	 	Revolving Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	120,000,000	 
	Bank of America, N.A.	 	$	90,000,000	 
	PNC Bank, National Association	 	$	90,000,000	 
	U.S. Bank National Association	 	$	90,000,000	 
	Truist Bank	 	$	65,000,000	 
	Wells Fargo Bank, National Association	 	$	65,000,000	 
	Barclays Bank PLC	 	$	40,000,000	 
	Coöperatieve Rabobank U.A., New York Branch	 	$	40,000,000	 
	Total	 	$	600,000,000	 



 












    


     


    

 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below
(including any letters of credit and guarantees and swingline loans included in such facility) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against
any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	 	 



 


	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]



 


	3.	Borrower:	Papa John’s International, Inc. [and certain Foreign Subsidiary Borrowers]



 


	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement



 


	5.	Credit Agreement:	The Amended and Restated Credit Agreement dated as of September 14, 2021 among Papa John’s International, Inc., the Foreign
Subsidiary Borrowers from time to time party thereto, the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent



 





 






1 Select as applicable.


 






    A-1


     


    

 


	6.	Assigned Interest:



 


	Aggregate Amount of

Revolving

Commitment/Loans for

all Lenders	Amount of Revolving

Commitment/Loans

Assigned	Percentage Assigned of

Revolving

Commitment/Loans
	$	$	%
	$	$	%
	$	$	%


 


Effective Date: _____________ ___, 20___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their
respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including federal and state securities laws.


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]




 


	 	By:	 






	 	Name:	 













	 	Title:	 









 


	 	ASSIGNEE
	 	[NAME OF ASSIGNEE]




 


	 	By:	 






	 	Name:	 













	 	Title:	 











 












    A-2


     


    

 


[Consented to and]2 Accepted:


 


JPMORGAN CHASE BANK, N.A., as

   Administrative Agent, Issuing Bank and Swingline Lender


 


	By:	 	 






	Name:	 	 













	Title:	 	 











 


PNC BANK, NATIONAL ASSOCIATION, as


  Issuing Bank and Swingline Lender


 


	By:	 	 






	Name:	 	 













	Title:	 	 













 


[Consented to:]3


 


PAPA JOHN’S INTERNATIONAL, INC.


 


	By:	 	 






	Name:	 	 













	Title:	 	 















 





 






2
To be added only if the consent of the Administrative Agent, any Issuing Bank and/or any Swingline Lender, as applicable, is required
by the terms of the Credit Agreement.


3
To be added only if the consent of the Company is required by the terms of the Credit Agreement.


 












    A-3


     


    

 


ANNEX 1 to

ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.             Representations
and Warranties.


 


1.1            Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and
has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any Subsidiary or Affiliate
or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for the Assignee to become
a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance
or observance by any Borrower, any Subsidiary or Affiliate, or any other Person of any of their respective obligations under any Loan
Document.


 


1.2            Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented
by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Sections 5.11(a) and 5.11(b) thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Administrative Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and (vi) attached
to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 


2.             Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective Date.


 






    Annex 1-1


     


    

 


3.              General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic
Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and
Assumption by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and
Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 






    Annex 1-2


     


    

 


EXHIBIT B


 


[FORM OF] MATURITY DATE EXTENSION REQUEST


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

10 South Dearborn

Chicago, Illinois 60603

Attention:

Facsimile:


 


Re: PAPA JOHN’S INTERNATIONAL, INC.


 


[Date]4


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


In accordance with Section 2.23
of the Credit Agreement, the undersigned hereby requests [(a)] an extension of the Revolving Credit Maturity Date from [____] to [____][,
(b) the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable under the Credit
Agreement to, Consenting Lenders in respect of that portion of their Revolving Loans extended to the new Revolving Credit Maturity Date
to be [__]%, which changes shall be effective as of [●______ and (c) the amendments to the terms of the Credit Agreement set
forth below, which amendments will become effective on [____]:]


 


[Insert amendments to Credit Agreement, if any]


 


[Signature Pages Follow]


 





 






4
To be delivered no less than 30 days from the then existing Revolving Credit Maturity Date for the applicable Class.


 






    B-1


     


    

 








	 	Very truly yours,
	 	 
	 	PAPA JOHN’S INTERNATIONAL, INC.,
 as the Company




 


	 	By:	 






	 	Name:
	 	Title:













 






    B-2


     


    





 


EXHIBIT C-1


 


FORM OF BORROWING REQUEST


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

10 South Dearborn

Chicago, Illinois 60603

Attention:

Facsimile:


 


Re: PAPA JOHN’S INTERNATIONAL, INC.


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Company hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it [on behalf of a Foreign Subsidiary Borrower]
requests a Borrowing under the Credit Agreement, and in that connection the Company specifies the following information with respect to
such Borrowing requested hereby:


 


		1.	Borrower: _______



 


		2.	Aggregate principal amount and Agreed Currency
of Borrowing:5 __________



 


		3.	Date of Borrowing (which shall be a Business Day): __________



 


		4.	Type of Borrowing (ABR, Term Benchmark or RFR): __________



 


		5.	Interest Period and the last day thereof (if a Term Benchmark Borrowing or RFR Borrowing):6
__________



 


		6.	Location and number of the Borrower’s account or any other account agreed upon by the Administrative
Agent and the Borrower to which proceeds of Borrowing are to be disbursed: __________



 


[Signature Page Follows]


 





 



 


5 Not less than applicable amounts specified in Section
2.02(c).


6 Which must comply with the definition of “Interest
Period” and end not later than the Revolving Credit Maturity Date.


 






    C-1-1


     


    

 


The undersigned hereby represents
and warrants that the conditions to lending specified in Section[s] [4.01 and]7 4.02 of the Credit Agreement are satisfied
as of the date hereof.


 


	 	Very truly yours,
	 	 
	 	PAPA JOHN’S INTERNATIONAL, INC.,

as the Company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[[FOREIGN SUBSIDIARY BORROWER,
 as a Borrower
	 	 
	 	By:	 
	 	Name:	 
	 	Title:]	 





 





 



 


7 To be included only for Borrowings on the Effective Date.


 






    C-1-2


     


    

 


EXHIBIT C-2


 


INTEREST ELECTION REQUEST


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

10 South Dearborn

Chicago, Illinois 60603

Attention:

Facsimile:


 


Re: PAPA JOHN’S INTERNATIONAL, INC.


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Company hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it [on behalf of a Foreign Subsidiary Borrower]
requests to [convert][continue] an existing Borrowing under the Credit Agreement, and in that connection the Company specifies the following
information with respect to such [conversion][continuation] requested hereby:


 


		1.	Borrower: _______



 


		2.	List date, Type, Class, principal amount, Agreed Currency and Interest Period (if applicable) of existing
Borrowing: __________



 


		3.	Aggregate principal amount of resulting Borrowing: __________



 


		4.	Effective date of interest election (which shall be a Business Day): __________



 


		5.	Type of Borrowing (ABR or Term Benchmark): __________



 


		6.	Interest Period and the last day thereof (if a Term Benchmark Borrowing):8 __________



 


[Signature Page Follows]


 





 



 


8 Which must comply with the definition of “Interest
Period” and end not later than the Revolving Credit Maturity Date.


 






    C-2-1


     


    

 


	 	Very truly yours,
	 	 
	 	PAPA JOHN’S INTERNATIONAL, INC.,
 as the Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	[[FOREIGN SUBSIDIARY BORROWER,
 as a Borrower
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:]	 





 






    C-2-2


     


    

 


EXHIBIT D-1


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and Beneficial Owner
of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related
to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:_________________________


Name:_______________________


Title:________________________


 


Date: ________ __, 20[ ]


 






    D-1-1


     


    

 


EXHIBIT D-2


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and Beneficial Owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:_________________________


Name:_______________________


Title:________________________


 


Date: ________ __, 20[ ]


 






    D-2-1


     


    

 


EXHIBIT D-3


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole Beneficial Owners
of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


By:_________________________


Name:_______________________


Title:________________________


 


Date: ________ __, 20[ ]


 






    D-3-1


     


    

 


EXHIBIT D-4


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole Beneficial Owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) with
respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


By:_________________________

Name:_______________________

Title:________________________


 


Date: ________ __, 20[ ]


 






    D-4-1


     


    

 


EXHIBIT E


 


COMPLIANCE CERTIFICATE9


 


[For the Fiscal Year Ended __________, 20___]


 


Or


 


[For the Fiscal Quarter Ended __________, 20___]


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

10 South Dearborn

Chicago, Illinois 60603


 


Ladies and Gentlemen:


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings.


 


I, the ____________________,
[Chief Executive Officer/President/Chief Financial Officer/Vice President of Treasury and Tax] of the Company, do hereby certify in such
capacity, and not individually, on behalf of the Company as of the [quarter/year ended __________, _____] 20[_] (the “Report
Date”), as follows:


 


		1.	CHECK ONE:



 


		_____	The audited annual financial statements of the Company being delivered to the Agent with this Compliance
Certificate (a) present fairly in all material respects the financial position of the Company and its Subsidiaries and their results
of operations and cash flows for the fiscal year set forth above determined and consolidated for the Company and its Subsidiaries in accordance
with GAAP consistently applied, except as noted therein and (b) comply with the reporting requirements for such financial statements
as set forth in Section 5.11(b) of the Credit Agreement.



 


OR


 


		_____	The quarterly financial statements of the Company being delivered to the Agent with this Compliance Certificate
(a) present fairly in all material respects the financial position of the Company and its Subsidiaries and their results of operations
and cash flows for the fiscal quarter set forth above determined and consolidated for the Company and its Subsidiaries in accordance with
GAAP consistently applied, except as noted therein, subject to normal year-end audit adjustments (except that such statements do not contain
all of the footnotes required by GAAP) and (b) comply with the reporting requirements for such financial statements as set forth
in Section 5.11(a) of the Credit Agreement.



 





 



 


9 To be updated pending term sheet negotiation.


 






    E-1


     


    

 


JPMorgan Chase Bank, N.A.,
as Administrative Agent

Page 2


 


		2.	No Event of Default or Default exists on the Report Date.



 


[NOTE: If any Event of Default or Default
has occurred or is continuing, set forth on an attached sheet the nature thereof and the action which the Loan Parties have taken, are
taking or propose to take with respect thereto.]


 


3.              Maximum
Leverage Ratio (Section 6.14). The ratio of (a) the sum of (i) Consolidated Total Indebtedness (excluding (i) Indebtedness
under the Jeffersontown IRB so long as such Indebtedness is owed to a Subsidiary of the Company, (ii) Indebtedness outstanding under
the Cherokee County Transactions on such date, (iii) Indebtedness constituting contingent reimbursement under any Swap Agreement
in an aggregate amount not to exceed $10,000,000 as of any date of determination and (iv) obligations incurred in the ordinary course
of business in respect of surety bonds in respect of insurance programs or other financing of insurance premiums), to (b) Consolidated
EBITDA is _____ to 1.00 for the four (4) fiscal quarters of the Company ending as of the Report Date, which is not greater than
5.25 to 1.00.


 


		(A)	Consolidated Total Indebtedness (excluding (i) Indebtedness under the Jeffersontown IRB so long as
such Indebtedness is owed to a Subsidiary of the Company, (ii) Indebtedness outstanding under the Cherokee County Transactions on
such date, (iii) Indebtedness constituting contingent reimbursement under any Swap Agreement in an aggregate amount not to exceed
$10,000,000 as of any date of determination, (iv) the Excluded VIE’s and the Excluded Marketing Subsidiaries and (v) obligations
incurred in the ordinary course of business in respect of surety bonds in respect of insurance programs or other financing of insurance
premiums) for the four (4) fiscal quarters ending as of the Report Date equals $__________, the numerator of the Leverage Ratio.



 


		(B)	Consolidated EBITDA (excluding the Excluded VIE’s and the Excluded Marketing Subsidiaries) for the
four (4) fiscal quarters ending as of the Report Date equals $__________, and is computed as follows:



 


	(i)     Consolidated Net Income	$________
	(ii)    depreciation	$________
	(iii)   amortization	$________
	(iv)   Consolidated Interest Expense 	$________
	(v)    income tax expense 	$________
	(vi)   non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period, including any non-cash compensation expense, impairment charges, the impact of purchase accounting, unrealized foreign currency translation losses, and non-cash restructuring charges and reserves (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); provided that, if any such non-cash charges, write-downs or items represent an accrual or reserve for potential cash items in any future period, (A) the Company may determine not to add back such non-cash charges, write-downs or items in the current period and (B) to the extent the Company does decide to add back such non-cash charges, write-downs or items, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent	$________



 






    E-2


     


    

 


JPMorgan Chase Bank, N.A.,
as Administrative Agent

Page 3


 


	(vii)    non-recurring or unusual or extraordinary losses, expenses or charges (including restructuring and severance costs and litigation and settlement costs) in an aggregate amount during any period, when taken together with all amounts added back to Consolidated EBITDA pursuant to clause (viii) below for such period, not to exceed 20% of Consolidated EBITDA for such period (as determined prior to the application of this clause (vii) and such clause (viii) below))	$________
	(viii)   (A) the amount of any charges or reserves attributable to the undertaking and/or implementation of any cost-saving or restructuring initiatives or operating expense reductions, transition, business optimization and other restructuring and integration charges or reserves (including in connection with any Permitted Acquisition or similar Investment), and (B) the amount of cost savings and synergies (and costs attributable to such cost savings and synergies), consolidation and other restructuring charges, costs and reserves, and project startup costs (in each case for this clause (B), projected by the Company in good faith to be realized in connection with any Permitted Acquisition or similar Investment or the implementation of an operational initiative, operational change, restructuring, cost savings initiative or initiative similar to any of the foregoing after the Effective Date), in each case for the foregoing clauses (A) and (B), calculated on a pro forma basis as though such charges, reserves, cost savings, operating expense reductions, other operating improvements and synergies and items had been realized on the first day of such period and as if such charges, reserves, cost savings, operating expense reductions, other operating improvements and synergies and items were realized during the entirety of such period, and calculated net of the amount of actual benefits realized during such period from such actions; provided that (x) in the case of clause (B), such cost savings, operating expense reductions, other operating improvements and synergies are (i) reasonably supportable and quantifiable in the good faith judgment of the Company, and (ii) reasonably anticipated to be realized within 24 months after the consummation of the applicable Permitted Acquisition or similar Investment, operating improvement, restructuring, cost saving initiative or certain other similar initiatives, as the case may be, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (x) no charges, reserves, cost savings, operating expense reductions and synergies and other items shall be added pursuant to this clause (viii) to the extent duplicative of any expenses, charges or other items otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (y) to the extent that any charges, reserves, cost savings, operating expense reductions, other operating improvements and synergies and items are not associated with a Permitted Acquisition or similar Investment following the Effective Date, all steps shall have been taken for realizing such savings and (z) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (viii) to the extent occurring more than 24 months after the applicable Permitted Acquisition or similar Investment; provided further that the aggregate of all amounts added-back to Consolidated EBITDA pursuant to this clause (viii) during any period, when taken together with all amounts added back to Consolidated EBITDA pursuant to clause (vii) above for such period, shall not exceed an amount equal to 20% of Consolidated EBITDA for such period (as determined prior to the application of this clause (viii) and such clauses (vii) above)	$________



 






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JPMorgan Chase Bank, N.A.,
as Administrative Agent

Page 4


 


	(ix)      any fees, charges and other expenses made or incurred during such period in connection with Permitted Acquisitions and other Investments, dispositions, and issuances of Indebtedness and Equity Interests, in each case, that were consummated, occurred, incurred or assumed during such period; provided that the aggregate amount added back to Consolidated EBITDA pursuant to this clause (ix) during any period for any such transactions that are not consummated shall not exceed an amount equal to 5% of Consolidated EBITDA for such period (as determined prior to the application of this clause (ix))	$________
	(x)       any charge or expense to the extent (i) reimbursed by third party insurance or by third parties that are not Affiliates of the Company pursuant to indemnification or reimbursement provisions or similar agreements, (ii) actually received during such period by the Company or applicable Subsidiary in cash and without duplication and (iii) not otherwise included as revenue in the calculation of Consolidated Net Income for such period	$________



 






    E-4


     


    

 



 


JPMorgan Chase Bank, N.A.,
as Administrative Agent

Page 5



 


	 	(xi)          unrealized or realized net foreign currency translation or transaction losses (including currency remeasurements of Indebtedness and the net loss resulting from Swap Agreements permitted hereunder for currency exchange risk)	$________
	 	 	 
	 	(xii)         severance payment and relocation costs in an aggregate amount not to exceed $10,000,000 during any period of four consecutive fiscal quarters of the Company 	$________
	 	 	 
	 	(xiii)        sum of items 3(B)(i) through 3(B)(xii)	$________
	 	 	 
	 	(xiv)        non-cash items of income or gains (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period, and including, for the avoidance of doubt, the impact of purchase accounting or unrealized foreign currency translation gains)	$________
	 	 	 
	 	(xv)         non-recurring, unusual or extraordinary gains or income (other than any such gains or income directly resulting from the refranchising of stores)	$________
	 	 	 
	 	(xvi)        all cash payments made during such period on account of noncash charges that were accruals or reserves added to Consolidated Net Income pursuant to clause (vi) above in a prior period	$________
	 	 	 
	 	(xvii)       unrealized or realized net foreign currency translation or transaction gains (including currency remeasurements of Indebtedness and the net gain resulting from Swap Agreements permitted hereunder for currency exchange risk)	$________
	 	 	 
	 	(xviii)      sum of items 3(B)(xiv) through 3(B)(xvii)	$________
	 	 	 
	 	(xix)           item 3(B)(xiii) less item 3(B)(xviii) equals Consolidated EBITDA, the denominator of the Leverage Ratio	$________


 


		(C)	The ratio of item 3(A) to item 3(B)(xix) equals
                                            the Leverage Ratio.                 to
                                            1.00



 


		4.	Minimum Interest Coverage Ratio (Section 6.15). The ratio of (a) the sum of (i) Consolidated
EBITDA and (ii) Consolidated Rental Expense to (b) the sum of (i) Consolidated Interest Expense and (ii) Consolidated
Rental Expense is ______to 1.00 for the four (4) fiscal quarters of the Company ending as of the Report Date, which is not less
than 2.00 to 1.00:



 


		(A)	Consolidated EBITDA (excluding the Excluded VIE’s and the Excluded Marketing Subsidiaries) (from
item 3(B)(xix) above) for the four (4) most recently completed fiscal quarters equals $_______.



 






    E-5


     


    

 


JPMorgan Chase Bank, N.A.,
as Administrative Agent

Page 6


 


		(B)	Consolidated Rental Expense (excluding the Excluded VIE’s and the Excluded Marketing Subsidiaries)
for the four (4) most recently completed fiscal quarters equals $________.



 


		(C)	The sum of item 4(A) plus item 4(B) equals $________, the numerator of the Interest Coverage
Ratio.



 


		(D)	Consolidated Interest Expense (excluding the Excluded VIE’s and the Excluded Marketing Subsidiaries)
for the four (4) most recently completed fiscal quarters equals $________.



 


		(E)	The sum of item 4(B) plus item 4(D) equals $________, the denominator of the Interest Coverage
Ratio.



 


		(F)	The ratio of item 4(C) to item 4(E) equals the Interest Coverage Ratio. ________to 1.00.



 


[INTENTIONALLY LEFT BLANK]


 






    E-6


     


    

 


JPMorgan Chase Bank, N.A.,
as Administrative Agent

Page 1


 
IN WITNESS WHEREOF, the undersigned
has executed this Certificate this ______ day of ____________, 20___.


 


	 	Papa John’s International, Inc.
	 	 
	 	By:	(Seal)
	 	Name:	 
	 	Title:	 


 






    


    


    

 


EXHIBIT F


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this
 “Agreement”), dated as of [____], is entered into between [_______], a [______] (the “New Subsidiary”)
and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain
Amended and Restated Credit Agreement dated as of September 14, 2021 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers party thereto, the other Loan Parties party thereto, the lenders party thereto and the Administrative
Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


The New Subsidiary and the
Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


 


1.             The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have
all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit
Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III
of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the
guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this
paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 and 10.13 of the Credit Agreement, hereby
guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X
of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed
Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise),
the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms of such extension or renewal.


 


2.             The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 


______________________________________

______________________________________

______________________________________


 


3.             The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution
of this Agreement by the New Subsidiary.


 






    F-1


     


    

 


4.             This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of
which together shall constitute one and the same instrument.


 


5.             THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the New
Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the
Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


	 	[NEW SUBSIDIARY]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Acknowledged and accepted:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    F-2


     


    

 


EXHIBIT G


 


EXCLUDED VIE APPROVAL FORM


 


Papa John’s International, Inc.

2002 Papa John’s Boulevard

Louisville, Kentucky 40299


 


____________, ____ 20___


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

10 South Dearborn

Chicago, Illinois 60603

Attention:

Facsimile:


 


each of the Lenders identified

on the signature page hereto


 


Re:     Request
for Approval of Additional Excluded VIE


 


Ladies and Gentlemen:


 


This letter constitutes a formal request for approval
by the Required Lenders as defined in and pursuant to the that certain Amended and Restated Credit Agreement dated as of September 14,
2021 (as it may be amended, restated, supplemented or modified from time to time, the “Credit Agreement”), among Papa
John’s International, Inc., as the Company, the Foreign Subsidiary Borrowers party thereto, the other Loan Parties party thereto,
the Lenders party thereto and the Administrative Agent, for the entities identified below to be deemed to be Excluded VIEs effective as
of the ____day of ____________, 20___. The entity or entities for which approval as Excluded VIE is being requested are as follows:


 


	Legal Name of Entity	Jurisdiction of Formation
	 	 
	 	 


 






    G-1


     


    

 


JPMORGAN CHASE BANK, N.A.,


____________, ____ 20___


Page 2


 


If you are in agreement with our request,
kindly so indicate by having a duly authorized representative of your institution sign this letter where provided below and send a
copy of the same to the Administrative Agent. By your signature below you agree that the signatures to this letter shall be
effective notwithstanding that this letter is executed in counterpart and that facsimile signature of any signatory to this letter
shall be effective to the same extent as the manual signature of such signatory.


 


	 	Sincerely,	 
	 	 	 
	 	Papa John’s International, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    G-2


     


    

 


Acknowledged and accepted

on the ____ day of ____________, 20___.


 


	JPMORGAN CHASE BANK, N.A.,	 
	as a Lender and as Administrative Agent	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	[OTHER LENDERS],	 
	as a Lender	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






    G-3


     


    

 


EXHIBIT H-1


 


[FORM OF]


 


BORROWING SUBSIDIARY AGREEMENT


 


BORROWING SUBSIDIARY AGREEMENT
dated as of [_____], among Papa John’s International, Inc, a Delaware corporation
(the “Company”), [Name of Foreign Subsidiary Borrower], a [__________] (the “New Borrowing Subsidiary”),
and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”).


 


Reference is hereby made to
the Amended and Restated Credit Agreement dated as of September 14, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth,
to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company
and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing
Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement.
[Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized
to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement
and the other Loan Documents to which the New Borrowing Subsidiary is, or may from time to time become, a party: [______________].]


 


Each of the Company and the
New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement relating
to the New Borrowing Subsidiary and this Agreement are true and correct in all material respects on and as of the date hereof, other than
representations given as of a particular date, in which case they shall be true and correct in all material respects as of that date.
The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing
Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New
Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all
purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.


 


[Signature Page Follows]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.


 


	 	Papa John’s International, Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NAME OF NEW BORROWING SUBSIDIARY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
    as Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    2


     


    

 


EXHIBIT H-2


 


[FORM OF]


 


BORROWING SUBSIDIARY TERMINATION


 


JPMorgan Chase Bank, N.A.

as Administrative Agent

for the Lenders referred to below

10 South Dearborn Street

Chicago, Illinois 60603

Attention: [__________]


 


[Date]


 


Ladies and Gentlemen:


 


The undersigned, Papa John’s
International, Inc. (the “Company”), refers to the Amended and Restated Credit Agreement dated as of September 14,
2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company,
the Foreign Subsidiary Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Company hereby terminates
the status of [______________] (the “Terminated Borrowing Subsidiary”) as a Foreign Subsidiary Borrower under the Credit
Agreement. [The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date
hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified
by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have
been paid in full on or prior to the date hereof.] [The Company acknowledges that the Terminated Borrowing Subsidiary shall continue to
be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have been prepaid and all amounts payable
by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or
any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement shall have been paid in full, provided
that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings under the Credit Agreement.]


 


[Signature Page Follows]


 






    


     


    

 


This instrument shall be construed
in accordance with and governed by the laws of the State of New York.


 


	 	Very truly yours,
	 	 	 
	 	Papa John’s International, Inc
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Acknowledged and Agreed by:
	 	 	 
	 	[NAME OF NEW BORROWING SUBSIDIARY]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: